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 28, 2021

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.

(c) Executive Officer Appointments. On July 1, 2020, German American Bancorp, Inc. (the “Company”) announced several changes to its executive management group as part of an ongoing executive succession plan. Specifically, at its June 28, 2021 meeting, the Board of Directors of the Company (the “Board”) made the following appointments, each to become effective as of January 1, 2022: (a) Mark A. Schroeder will become Executive Chairman of the Company; (b) D. Neil Dauby will become the Company’s President and Chief Executive Officer; and (c) Bradley M. Rust will become the Company’s Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer.

Mr. Schroeder currently serves as the Company’s Chairman and Chief Executive Officer. In his new role as Executive Chairman, Mr. Schroeder will serve in a senior advisory capacity in anticipation of his expected retirement as an executive officer and employee of the Company during the second quarter of 2022. It is expected that Mr. Schroder will continue to serve as chairman of the Company’s Board until the completion of his current term, which is scheduled to expire at the Company’s 2023 Annual Meeting of Shareholders.

Since January 1, 2021, Mr. Dauby has served as the Company’s President and Chief Operating Office, with direct responsibility for all facets of the Company’s operations. Prior to that, Mr. Dauby served as the Company’s Executive Vice President and Chief Commercial Banking Officer.

Mr. Rust currently serves as the Company’s Senior Executive Vice President and Chief Financial Officer. In his expanded role as Chief Operating Officer, Mr. Rust will assume more extensive involvement in the executive oversight of the operations of the Company’s business units, as well as continuing in his present role as Chief Financial Officer with responsibility for the Company’s accounting and finance functions, including mergers and acquisitions, institutional research and shareholder relations.

Additional information relating to the background and business experience for each of Messrs. Schroeder, Dauby and Rust (each, an “Executive Officer” and collectively, the “Executive Officers”) is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 30, 2021 (the “Company’s 2021 Proxy Statement”), under the heading “Our Executive Officers” (with respect to Messrs. Dauby and Rust) and the “director biography” section (with respect to Mr. Schroeder), all of which information is incorporated herein by reference.

Other than existing compensatory arrangements between each Executive Officer and the Company, as described in the Company’s 2021 Proxy Statement, in connection with the above succession appointments: (i) there are no arrangements or understandings between the Executive Officer and any other person; (ii) no material plan, contract or arrangement has been entered into with the Executive Officer, and no such plan, contract or arrangement with the Executive Officer has been materially amended; and (iii) no grant of any award to the Executive Officer or modification of an existing award has been made. Moreover, none of the Executive Officers has a family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Also, none of the Executive Officers has a direct or indirect material interest in any transaction that would require reporting under Item 404(a) of Regulation S-K.

A copy of the Company’s press release, dated July 1, 2021, announcing the executive officer changes and the appointment of Mr. Dauby to the Board (as discussed below), is attached to this Form 8-K as Exhibit 99.1.

(d) Director Appointment. Also, on June 28, 2021, D. Neil Dauby was appointed to the Board for a term commencing on July 1, 2021 and expiring at the Company’s 2022 Annual Meeting of Shareholders. Prior to making such appointment, the Board increased its size from 12 to 13 members, with the related vacancy being added to the class of directors whose terms expire at the 2022 Annual Meeting.

Mr. Dauby is currently the President and Chief Operating Officer of the Company. As an executive officer and employee of the Company, he will not receive any additional or separate compensation as a director. Further, Mr. Dauby has not entered into any material plan, contract, or arrangement in connection with his appointment as a director. In addition, Mr. Dauby 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.

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.

executivemanagementsucce

NEWS RELEASE For additional information, contact: Mark A Schroeder, Chairman & Chief Executive Officer. D. Neil Dauby, President & Chief Operating Officer (812) 482-1314 July 1, 2021 GERMAN AMERICAN BANCORP, INC. (GABC) ANNOUNCES NEXT STEPS IN EXECUTIVE MANAGEMENT SUCCESSION PLAN Jasper, Indiana: July 1, 2021 -- German American Bancorp, Inc. (Nasdaq: GABC) and German American Bank have announced the next steps of their previously disclosed ongoing management succession plan. The Company’s Board of Directors, at its recent annual reorganization meeting, approved the following changes effective as of January 1, 2022: Mark A. Schroeder will be assuming the position of Executive Chairman, D. Neil Dauby will be assuming the position of President & Chief Executive Officer and Bradley M. Rust will transition to an expanded role of Senior Executive Vice President & Chief Operating Officer, while also continuing in his current Chief Financial Officer role. Mr. Dauby has also been appointed to the boards of both organizations effective immediately. Mr. Schroeder, who has been with German American for the entirety of his 49 years of banking industry experience, has served as the Company’s Chief Executive Officer since January 1, 1999. Mr. Schroeder has been a member of the German American Board since his appointment as the Company’s President on January 1, 1991. Mark, who has served in various corporate positions during his tenure with the Company, including senior lending officer, chief financial officer, chief operating officer and chief executive officer, will act in a senior advisory capacity as he assumes his new role as Executive Chairman in anticipation of his expected retirement as an executive officer and active employee of the Company during the second quarter of 2022. It is expected that Mr. Schroeder will continue to serve as chairman of the Company’s Board until the completion of his current board term at the 2023 annual shareholders’ meeting. Mr. Dauby, who joined German American in 2001, will assume the Chief Executive Officer role as of January 1, 2022. He presently serves as President & Chief Operating Officer, after having previously served as Executive Vice President & Chief Commercial Banking Officer as well as past affiliate and regional president roles with the Company. Prior to joining German American, Mr. Dauby, a graduate of Western Kentucky University in Bowling Green, Kentucky, was a CPA with sixteen years of leadership experience with regional accounting firms in various Kentucky markets, including Bowling Green and Owensboro, which are part of German American’s

footprint. As President & Chief Executive Officer, Neil will assume overall responsibility for all operating and strategic aspects of the Company, reporting directly to the Board of Directors. Mr. Rust joined German American in 1999 in connection with the Company’s merger with 1ST Bancorp of Vincennes, Indiana. He has more than 30 years of banking experiencem He previously served as a federal bank examiner and in various capacities within the accounting and finance functions for 1ST Bancorp and German American, as well as, having previous executive management experience within the operations and technology areas for German American. Brad, who has been German American’s Chief Financial Officer since 2005, currently serves as Senior Executive Vice President & CFO for the Company, which includes executive oversight responsibilities for the Company’s Wealth Management and Insurance divisions. In his expanded role as the Company’s Chief Operating Officer, Mr. Rust will assume more extensive involvement in the executive oversight of the operations of the Company, while also continuing in his present role as chief financial officer with responsibility for the Company’s accounting and finance functions, including mergers and acquisitions, institutional research and shareholder relations. Commenting on the Company’s announcement, Mark A. Schroeder, German American’s Chairman & CEO, stated, "This transition of the chief executive officer position to Neil and the chief operating officer to Brad are the logical next steps in an ongoing management succession process that the Board has been implementing for the past several years. Having worked with both Neil and Brad for more than twenty years, I have the utmost confidence in their ability to lead German American to even greater levels of success in the coming years.” Mr. Dauby added, “I am excited and humbled to be given this opportunity and look forward to working with Mark and Brad in their new roles. Mark has had an impressive history of success during his tenure as CEO and has built German American into one of the premier community banking organizations in the nation. Brad and I will benefit from his expertise and leadership as we transition to our new executive management roles and prepare to lead German American into the future.” About German American German American Bancorp, Inc. is a Nasdaq-traded (symbol: GABC) financial holding company based in Jasper, Indiana. German American, through its banking subsidiary German American Bank, operates 68 banking offices in 19 contiguous southern Indiana counties and eight counties in Kentucky. The Company also owns an investment brokerage subsidiary (German American Investment Services, Inc.) and a full line property and casualty insurance agency (German American Insurance, Inc.).