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): July 23, 2020

1st Source Corporation

(Exact name of registrant as specified in its charter)

100 North Michigan Street, South Bend, Indiana 46601

(Address of principal executive offices)     (Zip Code)

574-235-2000

(Registrant's telephone number, including area code)

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))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. o

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

On July 23, 2020, following the recommendation of the 1st Source Corporation (the “Company”) Governance and Nominating Committee, the Board of Directors of the Company voted in favor of Mr. Todd F. Schurz filling a recently vacated position on the Company’s and 1st Source Bank’s Boards of Directors for a term expiring in April 2023 at which time he will be eligible for reelection to a full three year term. Mr. Schurz will serve on the Audit Committee.

Mr. Schurz is the President and Chief Executive Officer of Schurz Communications, Inc., a diversified privately-owned, communications company with four broadband companies and managed cloud services companies with a presence in several states across the country and operates in Great Britain and Romania as well. He has served as CEO of Schurz Communications, Inc. since 2007 and has been with Schurz Communications, Inc. since 1989. Prior to joining Schurz Communications, Inc., Mr. Schurz worked for the Times Journal Company in Springfield, VA. and for the New York Daily News during graduate school. He was the President and Publisher of Associated Desert Shoppers in Palm Desert, CA and has also previously served as the President, Editor and Publisher of the South Bend Tribune, as Schurz Communications, Inc. Vice President of Technology and Business Development, as President and General Manager of WSBT Television, and most recently as Schurz Communications, Inc. President and Chief Operating Officer.

The Board has determined that Mr. Schurz is “independent” as defined by the Company’s Corporate Governance Guidelines and as defined under the listing rules of the NASDAQ Stock Market. There are no arrangements or understandings between Mr. Schurz and any other person pursuant to which he was appointed as a director. There are no transactions in which Mr. Schurz has an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended. Mr. Schurz will receive compensation for his service as a non-employee director and for committee service in accordance with the Company’s director compensation program, which is described in the Company’s Proxy Statement for its Annual Meeting of Shareholders filed with the Securities Exchange Commission (“SEC”) on March 13, 2020.

The Company issued a press release on July 28, 2020 announcing that Mr. Schurz filled the vacancy to the Company’s Board. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits.

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.

Document

Exhibit 99.1

1st Source Elects Experienced Communications Leader to Board of Directors

Todd Schurz has joined the Board of 1st Source Corporation and 1st Source Bank

South Bend, Ind. (July 28, 2020) – 1st Source Corporation announces the election to its Board of Directors and to the 1st Source Bank Board of Directors, Todd Schurz, President and Chief Executive Officer of Schurz Communications, Inc.

Mr. Schurz has served as CEO of Schurz Communications, Inc. since July 2007 and has been with the company since 1989. Schurz Communications, Inc. is a diversified privately-owned, communications company, with four broadband companies and managed cloud services companies. Schurz Communications, Inc. has a presence in several states across the country and operates in Great Britain and Romania as well.

“I am very pleased to welcome Todd to our Boards,” states Chris Murphy, Chairman and Chief Executive Officer of 1st Source. “Todd is well-respected in the business community, has held leadership positions in not-for-profit and economic development organizations in the markets we serve, and his strong leadership skills and unique perspective developed over a long career in the communications field will add tremendous value to our Boards.”

Prior to joining Schurz Communications, Inc., Todd worked for the Times Journal Company in Springfield, Va. and for the New York Daily News during graduate school. He was the President and Publisher of Associated Desert Shoppers in Palm Desert, Calif. He has also previously served as the President, Editor and Publisher of the South Bend Tribune, as Schurz Communications, Inc. Vice President of Technology and Business Development, as President and General Manager of WSBT Television, and most recently as Schurz Communications, Inc. President and Chief Operating Officer.

Additionally, Mr. Schurz currently serves as lead independent director and Vice Chair of Herschend Enterprises, a privately-owned themed entertainment company. He is an independent board advisor to EBSCO Industries, a diversified holding company in information services, publishing and digital media, manufacturing, distribution, and real estate development. He also serves on the University of Notre Dame College of Arts & Letters Advisory Council.

Mr. Schurz has been elected to a term ending April 2023 and will be subject to reelection at that time.

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1st Source Corporation, parent company of 1st Source Bank, has assets of $7.4 billion and is the largest locally controlled financial institution headquartered in the northern Indiana-southwestern Michigan area. The Corporation includes 80 banking centers, 15 1st Source Bank Specialty Finance Group locations nationwide, eight Trust and Wealth Advisory Services locations and ten 1st Source Insurance offices. For more than 155 years, 1st Source has been committed to our mission of helping our clients achieve security, build wealth and realize their dreams. For more information, visit www.1stsource.com.

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