株探米国株
英語
エドガーで原本を確認する
false 0000007789 0000007789 2026-04-28 2026-04-28 0000007789 us-gaap:CommonStockMember 2026-04-28 2026-04-28 0000007789 exch:XNYS us-gaap:SeriesEPreferredStockMember 2026-04-28 2026-04-28 0000007789 exch:XNYS us-gaap:SeriesFPreferredStockMember 2026-04-28 2026-04-28 0000007789 asb:FixedRate6.625PercentageResetSubordinatedNotesDue2033Member 2026-04-28 2026-04-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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) April 28, 2026

  

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

 

Wisconsin 001-31343 39-1098068
(State or other jurisdiction of incorporation) (Commission
File Number)
(IRS Employer Identification No.)

 

433 Main Street, Green Bay, Wisconsin 54301
(Address of principal executive offices) (Zip code)

 

Registrant’s telephone number, including area code (920) 491-7500

 

 

(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 (see General Instruction A.2. below):

 

¨ 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, par value $0.01 per share ASB The New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 5.875% Non-Cum. Perp Pref Stock, Srs E ASB PrE The New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 5.625% Non-Cum. Perp Pref Stock, Srs F ASB PrF The New York Stock Exchange
6.625% Fixed-Rate Reset Subordinated Notes due 2033 ASBA The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the 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 April 28, 2026, Associated Banc-Corp (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). The results of the matters submitted to a shareholder vote at the 2026 Annual Meeting were as follows:

 

(1)     Election of the below-named nominees to the Board of Directors of the Company:

 

Nominee  

Number of

Votes

FOR

   

Number of

Votes

Withheld

   

Broker
Non-Votes

 
Judith P. Greffin   130,155,184     1,210,292     13,108,162  
Michael J. Haddad   130,226,687     1,138,789     13,108,162  
Andrew J. Harmening   129,829,956     1,535,520     13,108,162  
Rodney Jones-Tyson   129,421,918     1,943,558     13,108,162  
Eileen A. Kamerick   122,553,395     8,812,081     13,108,162  
Kristen M. Ludgate   129,121,986     2,243,490     13,108,162  
Cory L. Nettles   128,562,118     2,803,358     13,108,162  
Owen J. Sullivan   129,432,519     1,932,957     13,108,162  
Karen T. van Lith   128,554,846     2,810,630     13,108,162  
John (Jay) B. Williams   128,646,303     2,719,173     13,108,162  

 

Each of the nominees was elected by the Company’s shareholders.

 

(2)     Advisory approval of Associated Banc-Corp’s named executive officer compensation:

 

Number of Votes
FOR
  Number of
Votes
Against
  Withheld/Abstentions  

Broker

Non-Votes

126,765,634   3,823,674   776,168   13,108,162

 

This matter was approved by the Company’s shareholders.

 

(3)     Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026:

 

Number of Votes
FOR
  Number of
Votes
Against
  Withheld/Abstentions   Broker
Non-Votes
140,967,796   3,108,092   397,750   0

 

This matter was approved by the Company’s shareholders.

 

(4)     Election of Wende Kotouc as a Director:

 

Number of Votes
FOR
  Number of
Votes
Withheld
  Broker
Non-Votes
   
126,244,581   2,561,853   15,106,181    

 

This nominee was elected by the Company’s shareholders.

 

2


 

Item 8.01. Other Events.

 

On April 28, 2026, the Board declared a dividend on the Company’s outstanding common stock; outstanding 5.875% Preferred Stock, Series E Depositary Shares; and outstanding 5.625% Series F Depositary Shares.  In addition, the Board authorized the repurchase of up to $100 million of Associated’s common stock.  This repurchase authorization is in addition to the authority remaining under the previous program.  The Board also established a Technology Committee of the Board.  The press release issued by the Company on April 28, 2026, relating to the foregoing information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)  Exhibits

 

99.1 Press Release dated April 28, 2026
   
104 Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL document

 

3


 

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 hereunto duly authorized.

 

  Associated Banc-Corp
  (Registrant)
   
   
Date: April 28, 2026 By: /s/ Randall J. Erickson
  Randall J. Erickson
  Executive Vice President, General Counsel and Corporate Secretary

 

4

 

EX-99.1 2 tm2612990d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

NEWS RELEASE

Investor Contact:

Ben McCarville, Vice President, Director of Investor Relations

920-491-7059

 

Media Contact:

Andrea Kozek, Vice President, Public Relations Senior Manager

920-491-7518

 

Associated Announces Annual Meeting Results;

Dividends; Stock Repurchase Program; and

New Technology Committee

 

GREEN BAY, Wis. –– April 28, 2026 –– Associated Banc-Corp (NYSE:ASB) (“Associated”) today announced the results of the actions taken at its 2026 Annual Meeting of Shareholders.

 

Annual Meeting Results

 

The following directors were elected:

 

- John (Jay) B. Williams, chairman, Associated Banc-Corp, and chairman, Church Mutual Insurance Company
- Owen J. Sullivan, vice chairman, Associated Banc-Corp, and former president and chief operating officer of the former NCR Corporation
- Andrew J. Harmening, president and chief executive officer, Associated Banc-Corp
- Judith P. Greffin, former chief investment officer, Allstate Corporation
- Michael J. Haddad, chair of the board of directors, Schreiber Foods, Inc.
- Rodney Jones-Tyson, global chief human resources officer, Baird Financial Group
- Eileen A. Kamerick, adjunct professor of law and consultant
- Wende L. Kotouc, former executive co-chairperson and chief executive officer of American National Bank and executive vice president of American National
- Kristen M. Ludgate, former strategic advisor and former Chief People Officer at HP Inc.
- Cory L. Nettles, founder and managing director, Generation Growth Capital, Inc.
- Karen T. van Lith, founder and CEO of APEL Worldwide, LLC

 

Shareholders also (1) approved named executive officer compensation, and (2) ratified the selection of KPMG LLP as Associated’s independent accounting firm for 2026.

 

The Board of Directors recognized R. Jay Gerken, Robert A. Jeffe, and Gale E. Klappa as they retired from the Board. “We are deeply grateful to Jay Gerken, Bob Jeffe and Gale Klappa for their many years of service and leadership,” said John (Jay) B. Williams, Chairman of the Board. “In recognition of their contributions, the Company has made a $25,000 charitable donation in each director’s honor to the charity of their choice. We thank them for their dedication and wish them the very best.”

 

 


 

Dividends Declared

 

The Associated Board of Directors declared a regular quarterly cash dividend of $0.24 per common share, payable on June 15, 2026, to shareholders of record at the close of business on June 1, 2026.

 

The Board of Directors also declared a regular quarterly cash dividend of $0.3671875 per depositary share on Associated’s 5.875% Series E Perpetual Preferred Stock, payable on June 15, 2026, to shareholders of record at the close of business on June 1, 2026.

 

The Board of Directors also declared a regular quarterly cash dividend of $0.3515625 per depositary share on Associated’s 5.625% Series F Perpetual Preferred Stock, payable on June 15, 2026, to shareholders of record at the close of business on June 1, 2026.

 

Stock Repurchase Program

 

In addition, the Board authorized the repurchase of up to $100 million of Associated’s common stock. This repurchase authorization is in addition to the authority remaining under the previous program. With this repurchase authorization, the total authorization to repurchase common stock is $214 million as of April 28, 2026. Repurchases under such programs are subject to regulatory limitations and may occur from time to time in open market purchases, block transactions, accelerated share repurchase programs or similar facilities.

 

Technology Committee Established

 

The Board of Directors also established a Technology Committee of the Board. The Technology Committee will oversee Associated’s data management, information technology, information security, vendor management, and measures taken by Associated to assess and mitigate risks in such areas.

 

ABOUT ASSOCIATED BANC-CORP

 

Associated Banc-Corp (NYSE: ASB) has total assets of approximately $50 billion and is the largest bank holding company based in Wisconsin. Headquartered in Green Bay, Wisconsin, Associated is a leading Midwest banking franchise, offering a full range of financial products and services from over 200 banking locations throughout Wisconsin, Illinois, Iowa, Minnesota, Missouri and Nebraska. The Company also operates loan production offices in Indiana, Kansas, Michigan, New York, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

 

 


 

FORWARD-LOOKING STATEMENTS

 

Statements made in this presentation which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance. Such forward-looking statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “intend,” "target,” “outlook,” “project,” “guidance,” “forecast,” or similar expressions. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. Actual results may differ materially from those contained in the forward-looking statements. Factors which may cause actual results to differ materially from those contained in such forward-looking statements include the ability to complete the proposed transaction involving Associated Banc-Corp ("Associated") and American National Bank ("American National") and to integrate the two businesses successfully and in a timely manner, if at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all; and such other risk factors as identified in the Company’s most recent Form 10-K and subsequent Form 10-Qs and other SEC filings, and such factors are incorporated herein by reference.