Associated Banc-Corp Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on April 28, 2020, the date of Associated Banc-Corp's 2020 Annual Meeting of Shareholders. The filing details the results of shareholder votes, the approval of a new compensation plan, and the declaration of dividends.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses on corporate governance events and dividend declarations rather than financial performance metrics.
Material Changes and Shareholder Votes
Shareholders voted on four key matters at the Annual Meeting:
- Board Elections: All 14 nominees were elected to the Board of Directors. Vote counts ranged from approximately 109.5 million to 117.9 million votes "For."
- 2020 Incentive Compensation Plan: Approved by shareholders with 107,674,407 votes "For" versus 10,191,974 "Against." The plan authorizes the issuance of up to 15,967,893 shares of common stock for various awards including options, restricted stock, and performance units.
- Executive Compensation (Say-on-Pay): Shareholders did not approve the advisory vote on named executive officer compensation. There were 74,094,899 votes "Against" compared to 43,286,536 "For."
- Auditor Ratification: KPMG LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2020, with 130,558,870 votes "For."
Dividend Declaration
On April 28, 2020, the Board declared dividends on the following securities:
- Outstanding Common Stock
- 6.125% Perpetual Preferred Stock, Series C Depositary Shares
- 5.375% Preferred Stock, Series D Depositary Shares
- 5.875% Preferred Stock, Series E Depositary Shares
The specific dividend amounts per share are not detailed in this filing text but are referenced in an attached press release (Exhibit 99.1).
Investor Verification Checklist
- Compensation Plan Details: Review the full text of the 2020 Incentive Compensation Plan (Appendix A to the Proxy Statement) to understand vesting schedules and performance metrics.
- Dividend Amounts: Consult the press release (Exhibit 99.1) for the specific dollar amounts declared for common and preferred stock dividends.
- Say-on-Pay Outcome: Investigate the company's response to the failed advisory vote on executive compensation, as this may signal future changes to pay structures or board composition.
- Broker Non-Votes: Note that 15,731,357 broker non-votes were recorded for the director elections and the compensation plan, which did not affect the outcome but indicate significant passive holdings.