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): December 19, 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 Appointment. On December 19, 2022, the Board of Directors (the “Board”) of German American Bancorp, Inc. (the “Company”) appointed Angela Curry to the Board for a term commencing on January 1, 2023 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 January 1, 2023, Ms. Curry will also begin serving on the Company’s Finance & Asset/Liability Management Committee. Inasmuch as the size of the Board had previously been set at 13 directors, the Board increased its size to 14 members on December 19, 2022 in order to permit the appointment of Ms. Curry, with the vacancy being reflected in the class of directors whose terms expire at the Company’s 2024 Annual Meeting of Shareholders. However, as part of the director elections at the Company’s 2023 Annual Meeting of Shareholders, Ms. Curry will be reclassified to the class of directors whose terms expire at such meeting in order that the number of directors in each of the Board’s three (3) classes remain equal.

Angela Curry is General Counsel and Vice President for Legal Affairs at the University of Louisville, where she directs and manages the provision of all legal services to the University. In addition to her role as General Counsel and Vice President for Legal Affairs, in 2021, Ms. Curry was also appointed to serve as the Interim Chief of Staff for the University. Prior to her current positions with the University of Louisville, Ms. Curry was Senior Vice President and General Counsel for the Presbyterian Church (USA) Foundation, which had $2 billion in assets-under-management, and helped direct global social impact projects for the Foundation. She has also served as General Counsel for various higher education institutions, including Kentucky State University and Fisk University, and as an attorney for the Kentucky Public Service Commission.

For her services as a director, Ms. Curry will be entitled to receive a pro rata portion of the standard director cash retainer and meeting fees payable to non-employee directors of the Company, as more fully described in the “Description of Director Compensation Arrangements” included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 29, 2022, which description is incorporated herein by reference. Other than being eligible to receive such director compensation, Ms. Curry has not entered into any material plan, contract, or arrangement in connection with her appointment as a director. Further, Ms. Curry 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 December 19, 2022, announcing the appointment of Ms. Curry to the Board, is attached to this Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

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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.

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Media Contact: D. Neil Dauby President & Chief Executive Officer 812-482-1314 FOR IMMEDIATE RELEASE GERMAN AMERICAN BANCORP, INC. (GABC) APPOINTS ANGELA CURRY TO CORPORATE BOARD OF DIRECTORS JASPER, Ind., December 19, 2022 (GLOBE NEWSWIRE) -- German American Bancorp, Inc. (Nasdaq: GABC) announced today the appointment of Angela Curry, General Counsel and Vice President for Legal Affairs at the University of Louisville, to its corporate board of directors effective as of January 1, 2023. As General Counsel, Curry serves as the University’s chief legal officer. She directs and manages the provision of all legal services to the University of Louisville while supporting and advancing the overall mission and Cardinal Principles. In addition to her role as General Counsel and Vice President for Legal Affairs, in 2021 Curry was also appointed to serve as Interim Chief of Staff for University. Through an unbroken career chain of leadership positions in both corporate and non-profit corporations, Curry has honed extensive skills in Complex Litigation Management, Corporate Governance, Human Resource Management, Strategic Negotiations, Employment Law, Litigation Oversight, Compliance Training, and Corporate Administration. Prior to her current position with the University of Louisville, Curry was Senior Vice President and General Counsel for the Presbyterian Church (USA) Foundation where she served as chief legal counsel with $2 billion in assets-under-management and helped direct global social impact projects. She has also served as General Counsel for various higher education institutions, including Kentucky State University and Fisk University, and as an attorney for the Kentucky Public Service Commission. As a native of Lexington, Kentucky, Curry earned her Bachelor of Arts degree in Political Science from Spelman College in Atlanta, Georgia, where she graduated with honors. She received a Juris Doctor from Boston University School of Law in Boston, Massachusetts, and is a member of the Kentucky Bar Association. Curry is a Kentucky Colonel, a graduate of Leadership Kentucky, and is very active in several Louisville civic organizations. “We are thrilled to welcome Angela to our board. Her diverse experience and strong, extensive legal counsel and governance skills will be an incredible asset to our German American organization.” stated D. Neil Dauby, German American’s President & CEO. “The Commonwealth of Kentucky continues to be a strategic focus in the future success of our company. With Angela’s market knowledge and skill set, I am confident she 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 Curry. “The company’s successful purpose-driven approach to delivering financial services is affirmed by its exceptional level of growth and performance over the past decade. Serving with the strong values of integrity, relationships, excellence, service, diversity and inclusion, aligns well with my beliefs. 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 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 78 banking offices in 20 contiguous southern Indiana counties and 14 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.).