Current Report Filing (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): May 18, 2023

GERMAN AMERICAN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Indiana

(State or other jurisdiction of incorporation)


001-15877		35-1547518
(Commission File Number)		(IRS Employer Identification No.)
711 Main Street
Jasper,	Indiana	47546
(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:

[☐] 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:

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

Common Stock, no par value

GABC

NASDAQ Global Select Market

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) German American Bancorp, Inc. (the “Company”) held its annual meeting of shareholders on May 18, 2023.

(b) At the close of business on March 9, 2023, the record date for the annual meeting, 29,493,201 of the Company’s common shares were issued and outstanding. Matters voted upon at the annual meeting were as follows:

1.Election of four (4) directors to serve until the 2026 annual meeting of shareholders;

2.Approval, on an advisory basis, of the compensation of the Company’s executive officers named in the compensation disclosures in the annual meeting proxy statement;

3.Selection, by a non-binding advisory vote, of the frequency of the advisory vote on executive compensation; and

4.Approval, on an advisory basis, of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

The final results of the votes taken at the annual meeting were as follows:

Proposal 1 – Election of four (4) directors to serve until the 2026 annual meeting of shareholders:


Director’s Name	Votes For	Votes Withheld	Broker Non-Votes
Angela Curry	17,476,793	219,435	5,076,929
Diane B. Medley	17,511,910	184,319	5,076,929
M. Darren Root	16,236,749	1,459,480	5,076,929
Jack W. Sheidler	17,410,143	286,085	5,076,929

Each director nominee was elected to the Company’s Board of Directors by a plurality of the votes cast among all nominees.

Proposal 2 – Approval, on an advisory basis, of the compensation of the Company’s executive officers named in the compensation disclosures in the annual meeting proxy statement:


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
16,622,022	750,891	323,315	5,076,929

The compensation of the Company’s named executive officers was approved by a majority of the votes cast.

Proposal 3 – Selection, by a non-binding advisory vote, of the frequency of the advisory vote on executive compensation:


One Year	Two Years	Three Years	Votes Abstained	Broker Non-Votes
10,426,444	742,068	6,375,735	151,982	5,076,929

A majority of the votes cast advised that the vote on executive compensation should occur every year.

Proposal 4 - Approval, on an advisory basis, of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2023:


Votes For	Votes Against	Votes Abstained
22,374,593	184,492	214,072

The appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2023 was approved by a majority of the votes cast.

(d) The Company will consider the outcome of the advisory vote on the frequency of future shareholder votes on executive compensation and will disclose its decision with respect to such frequency by filing an amendment to this Current Report on Form 8-K within 150 calendar days of the annual meeting date in accordance with Item 5.07(d) of Form 8-K.

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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.