Business Context and Reporting Period
This Form 8-K filing by Horizon Bancorp, Inc. (HBNC) reports corporate governance changes effective May 20, 2025. The Company is incorporated in Indiana and its common stock trades on the NASDAQ Stock Market under the symbol HBNC.
Key Financial Metrics
This filing does not contain financial performance data. Revenue, profit, cash flow, margins, debt, and liquidity metrics are not reported in this document.
Material Changes
- Board Expansion: The Board of Directors increased its size from 11 to 13 members.
- New Director Appointments:
- Michele A. Samuels: Elected to the Class of 2027. She is the Senior Vice President, General Auditor & Compliance Officer at Blue Cross Blue Shield of Michigan. She will serve on the Audit Committee and the Operations & Security Committee.
- Brian C. Walker: Elected to the Class of 2028. He is the retired CEO of Herman Miller (now MillerKnoll) and currently serves on the boards of Gentex Corporation and UFP Industries. He will serve on the Compensation Committee and the ERM, Credit Policy, & CRA/Fair Lending Committee.
- Committee Leadership Change: Eric P. Blackhurst resigned as Chair of the Corporate Governance and Nominating Committee. Michele M. Magnuson was appointed as the new Chair effective May 20, 2025. Mr. Blackhurst assumed the role of Chairman of the Board on May 1, 2025.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of material risks and contingencies. Management commentary is limited to the biographical backgrounds of the new directors and the confirmation that the resignation of the Committee Chair was not due to any disagreement with the Board or management.
Investor Verification Checklist
- Verify the independence status of Michele A. Samuels and Brian C. Walker as disclosed in the filing.
- Review the Company's most recent Proxy Statement (filed March 17, 2025) for details on non-employee director compensation policies applicable to the new appointees.
- Confirm the effective dates of the new committee assignments and the transition of the Corporate Governance and Nominating Committee Chair.
- Note that this filing does not impact the Company's financial statements or operational results.