8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

______________________

Date of Report (Date of earliest event reported): June 27, 2022

GERMAN AMERICAN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Indiana

(State or other jurisdiction of incorporation)

Registrant’s telephone number, including area code: (812) 482-1314

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[☐]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[☐]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[☐]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[☐]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [☐]

Securities registered pursuant to Section 12(b) of the Act:

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Director Decision to not Stand for Re-Election. On June 27, 2022, Chris A. Ramsey informed German American Bancorp Inc. (the “Company”) of his decision to not stand for re-election to the Company’s Board of Directors (the “Board”) at the Company’s 2023 Annual Meeting of Shareholders, which will be held on or about May 18, 2023. Mr. Ramsey’s decision to not stand for re-election is not a result of any disagreement with the Company. As previously reported, Mark A. Schroeder, Chairman of the Board, is not eligible to stand for re-election to the Board at the 2023 Annual Meeting of Shareholders because he has attained the mandatory retirement age specified by the Company’s Bylaws. Each of Mr. Schroeder and Mr. Ramsey has indicated his intention to continue to serve as a director of the Company until the 2023 Annual Meeting of Shareholders.

(d) Director Appointment. Also on June 27, 2022, Diane B. Medley was appointed to the Board for a term commencing on July 1, 2022 and expiring at the Company’s 2023 Annual Meeting of Shareholders, at which time she will be considered for election to a three-year term. On July 1, 2022, Ms. Medley will also begin serving on the Company’s Finance & Asset/Liability Management Committee and Community Reinvestment Act Committee. Inasmuch as the size of the Board had previously been set at 12 directors, the Board increased its size to 13 members on June 27, 2022 in order to permit the appointment of Ms. Medley, with the vacancy being reflected in the class of directors whose terms expire at the Company’s 2023 Annual Meeting of Shareholders.

Diane Medley is the Executive Chairman of MCM CPAs & Advisors LLP. Active in public accounting since 1981, Ms. Medley co-founded Chilton & Medley in 1988 and Mountjoy Chilton Medley LLP in 2010, which firms were predecessors to MCM. Her practice focuses on management advisory services, business valuation, litigation support and individual and corporate tax.

For her services as a director, Ms. Medley will be entitled to receive the standard director cash retainer and cash meeting fees, and will be eligible to receive an award of an additional retainer in the form of a grant of restricted common stock of the Company, in each case, payable to non-employee directors of the Company, all as more fully described in Exhibit 10.1 to this Form 8-K, which description is incorporated herein by reference. Other than being eligible to receive such director compensation, Ms. Medley has not entered into any material plan, contract, or arrangement in connection with her appointment as a director. Further, Ms. Medley is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.

A copy of the Company’s press release, dated June 27, 2022, announcing the appointment of Ms. Medley to the Board, is attached to this Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

* Compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ga_dianemedleyrelease-fi

Media Contact: D. Neil Dauby President & Chief Executive Officer 812-482-1314 FOR IMMEDIATE RELEASE GERMAN AMERICAN BANCORP, INC. (GABC) APPOINTS DIANE MEDLEY TO CORPORATE BOARD OF DIRECTORS Jasper, IN— June 27, 2022— German American Bancorp, Inc. (Nasdaq: GABC) announced today the appointment of Diane Medley, Executive Chairman of Mountjoy Chilton Medley CPAs and Advisors, to its corporate board of directors effective as of July 1, 2022. Active in public accounting since 1981, Medley co-founded Chilton & Medley in 1988 and Mountjoy Chilton Medley LLP in 2010. MCM CPAs and Advisors is the largest CPA firm in the region and 76th largest professional and financial services firm in the United States with 6 locations across Kentucky, Indiana, and Ohio. As the former Managing Partner and Co-founder of the firm, she was the first woman in the region to hold this position. She has recently been elected to serve as Chairman of the Kentucky Chamber of Commerce for the 2022 term after serving in various capacities on the Board of Directors as a long-time chamber member. A Meade County, Kentucky native, Medley graduated from the University of Louisville with a B.S. in Commerce, receiving Highest Honors. She was the class Valedictorian of the School of Business and Outstanding Senior in Accounting. Diane has dedicated many years of service to her alma mater, and currently serves as Finance Chair, Executive Committee Member and Board Member of the University of Louisville Board of Trustees as well as Finance Chair and Board Member of the University of Louisville Health, Inc. She has extended her leadership and expertise to many organizations across Kentucky and Indiana including Greater Louisville Inc., Impetus for a better Louisville, International Women’s Forum – Kentucky Chapter, Louisville Chapter of NAWBO, the Kentucky State Board of Accountancy, the Kentucky Society of CPAs, Leadership Kentucky, Leadership Louisville, Indiana Chamber of Commerce, Hardin Memorial Hospital Foundation and One Southern Indiana. “Diane is a respected leader in the financial industry and her work has played a key role in building and growing businesses of all sizes. The immense knowledge and expertise she possesses will be an invaluable asset to our Board,” stated D. Neil Dauby, German American’s President & CEO. “Her entrepreneurial spirit, focus on serving her community, and dedication to her field has grown her company’s presence throughout the region, giving her meaningful local knowledge

within the markets we do business. I am confident that Diane will be integral in shaping and enhancing our company in the years to come.” “I am excited to join the German American Board of Directors,” stated Medley. “I take great pride in my efforts to make Kentucky and Indiana more business-friendly, in turn benefitting the lives of others. I have witnessed first-hand German American’s dedication to partnering with local communities, clients, and team members. Their exceptional level of growth and performance over the past decade is a testament to that dedication. It is an honor to have the opportunity to be a part of German American’s efforts to drive the continued growth and prosperity of the Company and the clients and communities they serve in the coming years.” About German American Bank German American Bank serves Southern Indiana and Kentucky with banking, insurance, investments and wealth management services for business and retail customers. In 1910, German American was founded in a community rich in German-American heritage located in Ohio Valley region. The company’s headquarters remain in Jasper, Indiana. The German American team is dedicated to helping individuals, families and businesses achieve greater prosperity and quality of life by building lasting client relationships based on integrity, responsive service, innovation, and shared values. The company believes in supporting the communities it serves to help communities thrive, so its people can prosper.

gabcdirectorcompensation

Exhibit 10.1 22262241.v1 German American Bancorp, Inc. Director Compensation Arrangements Effective July 1, 2022 German American Bancorp, Inc. (the “Company”) compensates the non-employee members of its Board of Directors (the “Board”) for their service to the Company and the Company’s subsidiaries based on a twelve-month period commencing July 1 and ending on June 30 of the following year. Following a recommendation made by the Board’s Governance/Nominating Committee, the Board has approved a $25,000 annual cash retainer for the services of each non-employee director, plus, in the case of the Chairman of the Board, the lead independent director of the Board and certain Board committee chairs, a supplemental cash retainer in the amounts described below. The cash retainers are deemed earned immediately upon receipt by a director, regardless of the number of meetings actually held or attended during the new service period. The supplemental annual cash retainers to be paid for leadership roles include: (a) $15,000 to the Chairman of the Board; (b) $15,000 to the Board’s lead independent director; (c) $8,500 to the Chair of the Board’s Audit Committee; (d) $5,000 to the Chair of the Board’s Governance/Nominating Committee; (e) $5,000 to the Chair of the Board’s Compensation/Human Resources Committee; and (f) $5,000 to the Chair of the Board’s Credit Risk Management Committee. In addition, the Company will pay to each non-employee director an attendance fee of $850 for each meeting of the Board or any Board committee that he or she attends during the service period and, to the extent applicable, an additional (a) $850 for each meeting that he or she attends of the board of directors of (i) German American Bank (the Company’s bank subsidiary) or any committee or regional advisory board thereof, and (ii) German American Insurance, Inc., and (b) $425 for each meeting that he or she attends of (i) the board of directors of German American Investment Services, Inc., and (ii) the Wealth Advisory (Trust) Oversight Committee. Members of the Board who attend sessions of the Board of the Company or of the Board’s committees that are held concurrently with sessions of the board of directors of the bank subsidiary (German American Bank) or of committees of that subsidiary’s board of directors will receive a single meeting fee of $850 for the combination of the two concurrent meetings. Additionally, those non-employee directors who travel from their primary residence or principal place of business, which is located outside of Dubois County, Indiana or the Indiana counties immediately adjacent to Dubois County, will be paid a $50 travel allowance in connection with his/her in-person attendance at board or assigned committee meetings. Finally, the Board will consider, at its regular meeting to be held in December, the award of additional retainers in the form of grants (under the Company’s 2019 Long-Term Equity Incentive Plan) of restricted common stock of the Company to the non-employee directors with a market value of not more than $25,000 per director. The Board decision to be made in December as to whether to grant such additional retainers in the form of restricted stock (and if so, how much) should be determined at that time based on the Board’s perception of prevailing financial conditions (including the Company’s then-expected operating results for the current fiscal year) and such other factors as the Board may then deem relevant. Each grant of restricted stock, if and when granted and issued, would not be transferable prior to the one-year anniversary of the grant date, and would be fully forfeited were a director not to continue in service as a director of the Company through such one-year anniversary, for any reason other than death or disability, and would be subject to a 50% forfeiture (for any reason other than disability) should a director fail to attend in person a certain percentage of meetings of the boards and committees on which he or she was a member during the annual period commencing on January 1 of the following year, or fail to attend (other than by reason of disability, illness or bona fide emergency) the Company’s Annual Meeting of Shareholders held in such year. Notwithstanding the foregoing, in any award resolution, the Board may specify (in lieu of the one-year anniversary date specified above) the date of the upcoming Annual Meeting of Shareholders as the date for measuring vesting of the restricted stock award for any director who will not be standing for re-election at such Annual Meeting as a result of reaching the retirement age set forth in the Company’s Bylaws or otherwise electing early retirement from the Board.