hb_8k0503a.htm
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 3, 2012
 
Horizon Bancorp
(Exact Name of Registrant as Specified in Its Charter)
     
     
Indiana
000-10792
35-1562417
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
   
   
515 Franklin Square, Michigan City, Indiana
46360
(Address of Principal Executive Offices)
(Zip Code)
 
 
(219) 879-0211
(Registrant’s Telephone Number, Including Area Code)
 
 
N/A
(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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 5.07.   Submission of Matters to a Vote of Security Holders
 
On May 3, 2012, Horizon held its Annual Meeting of Shareholders, and the matters voted upon at the Annual Meeting and the results of the voting were as follows:
 
Proposal 1: Election of Directors
 
Horizon’s shareholders elected the four persons nominated to serve as directors, as set forth below:
 
 
Director
  
Expiration of Term
  
Votes For
  
Authority Withheld
  
Broker Non-Votes
                   
 
Lawrence E. Burnell
  
2015
  
2,912,681
  
65,372
  
699,848
 
Robert C. Dabagia
  
2015
  
2,888,852
  
89,201
  
699,848
 
Peter L. Pairitz.
  
2015
  
2,883,687
  
94,366
  
699,848
 
Spero W. Valavanis
  
2015
  
2,904,914
  
73,139
  
699,848

 
Proposal 2: Advisory Vote to Approve Executive Compensation
 
Horizon’s shareholders approved a non-binding, advisory proposal on executive compensation proposed by Horizon:
 
     
For
  
Against
  
Abstain
  
Broker Non-Votes
                   
 
Advisory Vote on Executive Compensation
  
2,751,033
  
172,471
  
54,549
  
699,848

 
Proposal 3: Frequency of Advisory Vote to Approve Executive Compensation
 
Horizon’s shareholders voted, on an advisory basis, on the frequency of future “say-on-pay” votes as follows:
 
   
Votes
  
 
One year
2,874,632
  
 
Two years
19,260
  
 
Three years
58,823
  
 
Abstain
54,472
  
 
Broker Non-Votes
699,848
  

At the Annual Meeting, shareholders cast over 95% of votes in favor of holding future say-on-pay votes on an annual basis. Horizon’s Board of Directors had recommended a vote for annual frequency of say-on-pay votes. In light of this result and other factors it considered, the Board has determined that Horizon will hold future say-on-pay votes on an annual basis until the next advisory vote on the frequency of say-on-pay votes occurs. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than Horizon’s 2018 Annual Meeting of Shareholders.
 

Proposal 4: Ratification of the Appointment of BKD, LLP as Auditors for 2012
 
Horizon’s shareholders ratified the appointment of BKD, LLP as independent auditors for 2012:
 
     
For
  
Against
  
Abstain
  
 
Ratification of the appointment of BKD, LLP as auditors for 2012
  
3,670,994
  
1,358
  
5,549
  

 
 
 


 
SIGNATURES
 
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 hereto duly authorized.
 
Date: May 7, 2012
Horizon Bancorp
     
 
By:
 /s/ Craig M. Dwight
   
Craig M. Dwight
   
President and Chief Executive Officer