Form 8-K OLD NATIONAL BANCORP For: May 18

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May 23, 2022 1:02 PM EDT
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onb-20220518
Old National Bancorp /IN/0000707179FALSE00007071792022-05-232022-05-230000707179us-gaap:CommonStockMember2022-05-232022-05-230000707179us-gaap:SeriesAPreferredStockMember2022-05-232022-05-230000707179us-gaap:SeriesCPreferredStockMember2022-05-232022-05-23



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 2022
_________________________________________________________

OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
_________________________________________________________
Indiana001-1581735-1539838
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

One Main Street
Evansville, Indiana47708
(Address of Principal Executive Offices)
 (Zip Code)
Registrant’s telephone number, including area code: (800) 731-2265
________________________________________________________
(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:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, No Par ValueONBThe NASDAQ Stock Market LLC
Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series AONBPPThe NASDAQ Stock Market LLC
Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series CONBPOThe NASDAQ Stock Market LLC


Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).
Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

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

On May 18, 2022, Old National Bancorp (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders considered four matters, each of which is described more fully in the proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 8, 2022. A total of 254,206,497 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting, which represented approximately 87% of the Company’s total outstanding shares of common stock entitled to vote at the Annual Meeting.

The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set forth below.

Item 1 – Election of Directors. All of the nominees for election to the Company’s Board of Directors were elected upon the following votes, to serve for a one-year term expiring at the Company’s 2023 annual meeting of shareholders and until their successors are elected and qualified:

Director NomineeForWithheldBroker Non-Votes
Barbara A. Boigegrain220,318,319 1,500,967 32,387,211 
Thomas L. Brown220,352,294 1,466,992 32,387,211 
Kathryn J. Hayley220,466,933 1,352,353 32,387,211 
Peter J. Henseler220,305,754 1,513,532 32,387,211 
Daniel S. Hermann220,298,783 1,520,503 32,387,211 
Ryan C. Kitchell218,903,007 2,916,279 32,387,211 
Austin M. Ramirez218,263,291 3,555,995 32,387,211 
Ellen A. Rudnick220,276,929 1,542,357 32,387,211 
James C. Ryan III220,251,653 1,567,633 32,387,211 
Thomas E. Salmon220,206,552 1,612,734 32,387,211 
Michael L. Scudder218,808,364 3,010,922 32,387,211 
Rebecca S. Skillman219,329,686 2,489,600 32,387,211 
Michael J. Small220,333,918 1,485,368 32,387,211 
Derrick J. Stewart220,085,822 1,733,464 32,387,211 
Stephen C. Van Arsdell220,341,747 1,477,539 32,387,211 
Katherine E. White219,506,509 2,312,777 32,387,211 

    

Item 2 – Approval of an Amendment to the Company’s Amended and Restated 2008 Incentive Compensation Plan. The amendment to the Company’s Amended and Restated 2008 Incentive Compensation Plan to increase the number of shares authorized for issuance under the plan by 9,000,000 shares was approved upon the following votes:
ForAgainstAbstentionsBroker Non-Votes
215,586,826 5,957,435 275,025 32,387,211 
            

            

2




Item 3 – Advisory Proposal on Executive Compensation. The non-binding advisory proposal on executive compensation was approved upon the following votes:

ForAgainstAbstentionsBroker Non-Votes
217,017,203 4,347,758 454,325 32,387,211 
            


Item 4 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm. The appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified upon the following votes:

ForAgainstAbstentions
252,509,100 1,476,635 220,762 
        





3


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
4



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.

Date: May 23, 2022

OLD NATIONAL BANCORP

By: /s/ Nicholas J. Chulos
Nicholas J. Chulos
Executive Vice President
Chief Legal Officer and Corporate Secretary

5


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