German American Bancorp, Inc 8-K, filed Jul 1, 2025
German American Bancorp, Inc. (GABC)
8-K
2025-07-01
For: 2025-06-30
View Original
Added on
April 04, 2026
About this 8-K
German American Bancorp, Inc filed this 8-K on July 1, 2025, reporting on events of June 30, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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 30, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
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:
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 June 30, 2025, the Board of Directors (the “Board”) of German American Bancorp, Inc. (the “Company”) appointed Andrew M. Seger to the Board for a term commencing on July 1, 2025 and expiring at the Company’s 2026 Annual Meeting of Shareholders, at which time he will be considered for election to a three-year term. On July 1, 2025, Mr. Seger will also begin serving on the Audit Committee of the Board. Inasmuch as the size of the Board had previously been set at 13 directors, the Board increased its size to 14 members on June 30, 2025 in order to permit the appointment of Mr. Seger, with the vacancy being reflected in the class of directors whose terms expire at the Company’s 2026 Annual Meeting of Shareholders.
Andrew M. Seger is Chief Financial Officer and Senior Vice President of Sales for Wabash Valley Produce, Inc., an egg products company headquartered in Dubois, Indiana. Prior to joining Wabash Valley full time in 2011, Mr. Seger spent ten years at Frontenac, a Chicago-based private equity firm, where he became a principal and also served on the Board of Directors for numerous private equity-owned companies. Prior to Frontenac, Mr. Seger spent two years as an investment banking analyst at Goldman Sachs. He also currently serves on the Advisory Board of the Johnson Center for Entrepreneurship and Innovation for Indiana University and as President of the Economic Development and Redevelopment Commissions for the City of Jasper, Indiana.
For his services as a director, Mr. Seger will be entitled to receive the standard director retainers 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 this Current Report on Form 8-K, which description is incorporated herein by reference. Other than being eligible to receive such director compensation, Mr. Seger has not entered into any material plan, contract, or arrangement in connection with his appointment as a director. Further, Mr. Seger 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 30, 2025, announcing the appointment of Mr. Seger to the Board, is attached to this Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||||||||||
| Exhibit No. | Description | ||||||||||
| Description of Director Compensation Arrangements, effective as of July 1, 2025. | |||||||||||
Press release, dated June 30, 2025, issued by German American Bancorp, Inc. | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||||||||
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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.
| GERMAN AMERICAN BANCORP, INC. | ||||||||
Date: July 1, 2025 | By: | /s/ D. Neil Dauby | ||||||
| D. Neil Dauby, Chairman and Chief Executive Officer | ||||||||
Exhibit 10.1 German American Bancorp, Inc. Director Compensation Arrangements Effective July 1, 2025 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 (the “Service Period”). Following a recommendation made by the Board’s Governance/Nominating Committee, the Board has approved, for the services of each non-employee director during the Service Period, annual retainers consisting of (i) an equity grant of shares of the Company’s common stock having a market value not exceeding $50,000, and (ii) $40,000 in cash. In the case of the Board’s lead independent director and committee chairs, supplemental annual cash retainers in the following amounts were also approved by the Board for the Service Period: (a) $17,000 to the Board’s lead independent director; (b) $12,500 to the Chair of the Board’s Audit Committee; (c) $7,000 to the Chair of the Board’s Governance/Nominating Committee; (d) $9,000 to the Chair of the Board’s Compensation/Human Resources Committee; and (e) $9,000 to the Chair of the Board’s Risk Committee. All cash retainers are deemed earned immediately upon receipt by a director, regardless of the number of meetings actually held or attended during the Service Period. In addition, the Company will pay to each non-employee director an attendance fee of $1,000 for each Board committee meeting that he or she attends during the Service Period. Additionally, non-employee directors will be reimbursed for certain ordinary and necessary travel expenses incurred while attending regularly scheduled and special meetings of the Board and committees thereof, consistent with the Company’s Board Travel Reimbursement Policy. The equity grant of common stock will be made on or prior to the July 1 commencement date of the Service Period. Such common stock, which will be issued pursuant to the Company’s then-effective Long-Term Equity Incentive Plan, will not be transferable prior to July 1 of the year following such grant, and will be fully forfeited were a director not to continue in service as a director of the Company through such date for any reason other than death, disability, or retirement (or, for any director whose term expires at the Company’s next annual meeting of shareholders, departure from the Board as a result of such director electing to not stand for a new term), 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 Service Period, or fail to attend (other than by reason of disability, illness or bona fide emergency) the Company’s next Annual Meeting of Shareholders.
- 2 - With respect to the payment of cash retainers and meeting attendance fees, a director may elect to have all or a portion of such amounts invested in the Company’s common stock through participation in the Company’s Dividend Reinvestment and Stock Purchase Plan (the “Stock Purchase Plan”); provided, however, that any such election must be made during an open “trading window” (as such term is used in the Company’s Insider Trading Policy) and at a time not restricted by a merger, an acquisition or a share exchange offer being undertaken by the Company. Similarly, any previous election made by a director may not be changed unless requested during an open trading window and at a time for which a restricted period shall not be in effect. Pursuant to the Stock Purchase Plan, cash purchases may not be less than $100 per purchase and such purchases on behalf of any participant may not aggregate more than $20,000 per calendar month. Any purchases in a calendar month in excess of $20,000 will be deferred to the following month, without any interest accruing on such deferred amounts.
Exhibit 99.1 Media Contact: D. Neil Dauby Chairman & Chief Executive Officer 812-482-1314 FOR IMMEDIATE RELEASE GERMAN AMERICAN BANCORP, INC. APPOINTS ANDREW SEGER TO CORPORATE BOARD OF DIRECTORS German American Bancorp, Inc. has announced the appointment of Andrew Seger, Chief Financial Officer and Senior Vice President of Sales for Wabash Valley Produce, Inc., to its corporate board of directors effective as of July 1, 2025. Wabash Valley Produce, headquartered in Dubois, Indiana, is one of the largest egg product suppliers in the U.S. The family-owned company was founded in 1964 and is now managed by second and third generations of the Seger family. Andrew oversees finance, sales, and customer relations, primarily working with customers on their egg product needs and strategic growth opportunities. Prior to joining Wabash Valley full time in 2011 as part of the third-generation leadership group, Andrew spent ten years as an Associate and Vice President/Principal of Frontenac Company, a Chicago-based private equity firm, where he also served on the Board of Directors for numerous private equity-owned companies. Prior to Frontenac Company, Andrew spent two years as an Investment Banking Analyst at Goldman Sachs. Andrew graduated with honors from Indiana University’s Kelley School of Business in 2000 with a Bachelor’s Degree in Finance/Legal Studies/International Studies and a minor in Political Science. Andrew currently represents Wabash Valley as the Chairman of the American Egg Board and previously served as Vice Chairman and as Chairman of its finance committee. He also currently serves on the Advisory Board of the Johnson Center for Entrepreneurship and Innovation for Indiana University and as President of the Economic Development and Redevelopment Commissions for the City of Jasper, Indiana. He is a past President and Board Member of the Dubois County Community Foundation. “Andy’s wealth of knowledge and extensive experience in agriculture, business, finance and customer relations will be an incredible asset to our German American organization,” stated D. Neil Dauby, German American’s CEO and Chairman of the Board. “He aligns with our purpose to help individuals, families and businesses achieve financial dreams and to support the communities we serve so people can prosper. I am confident he will be integral in shaping and enhancing our company in the years to come.” “It’s an honor to join German American’s corporate board of directors,” stated Seger. “I’ve experienced the organization’s purpose-driven approach to delivering financial services and its exceptional level of growth and performance during my tenure serving on a regional advisory board. As a corporate board member, I look forward to driving the continued growth and prosperity of the organization to support employees, clients, communities and shareholders.”
About German American German American Bancorp, Inc. (Nasdaq: GABC) is a $8.3 billion financial holding company. Through its banking subsidiary, German American Bank, it provides a wide range of banking and wealth management services to businesses and individuals in 94 offices across central and southern Indiana; northern, central and western Kentucky; and central and southwest Ohio. In the Columbus Ohio and Greater Cincinnati markets, the Company does business as Heartland Bank, a division of German American Bank. The Company also owns an investment brokerage subsidiary, German American Investment Services, Inc.