Business Context and Reporting Period
Company: Horizon Bancorp, Inc. (HBNC)
Filing Type: Form 8-K (Current Report)
Date of Report: February 26, 2025
Reporting Period: Immediate events occurring between February 24, 2025, and February 26, 2025.
Key Financial Metrics
This filing is a current report regarding corporate governance changes and does not contain financial statements. The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Board Composition: The Board size was decreased from 11 to 10 members, effective immediately upon the retirement of Craig M. Dwight at the 2025 annual meeting.
- Leadership Transition: Craig M. Dwight, Chairman of the Board, will retire and not stand for re-election. Eric Blackhurst was appointed as the new independent Chairman of the Board.
- Committee Roles: The position of Lead Director will terminate upon Mr. Blackhurst assuming the role of independent Chairman.
- Subsidiary Appointment: Larry Magnesen was appointed to the Board of Directors of Horizon Bank, the Company's wholly-owned subsidiary.
Guidance, Outlook, and Risks
Management Commentary: The Board confirmed that Mr. Dwight's retirement was not the result of any disagreement with the Board or management. The Board expressed gratitude for his years of service.
Risks and Contingencies: No specific financial risks, contingencies, or unusual items were disclosed in this filing. The filing focuses solely on governance transitions.
Guidance: No financial guidance or outlook was provided in this document.
Investor Verification Checklist
- Verify the effective date of Craig M. Dwight's retirement at the 2025 annual meeting of shareholders.
- Confirm the independence status of Eric Blackhurst under Nasdaq listing standards.
- Review the attached press release (Exhibit 99.1) for additional details on the leadership transition.
- Monitor upcoming proxy statements for the formal election of the new Board composition.