German American Bancorp Files 8-K

TL;DR

GABC filed an 8-K, likely for shareholder votes or other corporate events.

AI Summary

On November 19, 2024, German American Bancorp, Inc. filed an 8-K report detailing the submission of matters to a vote of security holders and other events. The filing does not contain specific financial figures or transaction details but indicates a formal reporting event for the company.

Why It Matters

This filing signals that German American Bancorp, Inc. is undergoing a formal reporting process with the SEC, which could involve important corporate actions or shareholder votes.

Risk Assessment

Risk Level: low — The filing is a standard procedural report and does not disclose any immediate negative financial events or significant changes.

Key Players & Entities

• GERMAN AMERICAN BANCORP, INC. (company) — Registrant
• November 19, 2024 (date) — Date of earliest event reported
• Indiana (jurisdiction) — State of incorporation
• 711 Main Street Jasper, Indiana 47546 (address) — Principal Executive Offices

FAQ

Filing Documents

• gabc-20241119.htm (8-K) — 37KB
• 0000714395-24-000056.txt ( ) — 165KB
• gabc-20241119.xsd (EX-101.SCH) — 2KB
• gabc-20241119_lab.xml (EX-101.LAB) — 22KB
• gabc-20241119_pre.xml (EX-101.PRE) — 13KB
• gabc-20241119_htm.xml (XML) — 3KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On November 19, 2024, a special meeting of the shareholders of German American Bancorp, Inc. (the "Company" or "GABC") was held to consider the proposals set forth in that certain definitive joint proxy statement/prospectus, as filed with the U.S. Securities and Exchange Commission (the "SEC") on September 24, 2024, prepared in connection with the proposed merger of Heartland BancCorp, an Ohio corporation ("HLAN"), with and into the Company (the "Merger"), pursuant to the Agreement and Plan of Reorganization, dated as of July 29, 2024 (the "merger agreement"), by and among GABC, HLAN, Heartland Bank, and German American Bank. At the close of business on September 18, 2024, the record date for the special meeting, 29,679,466 of the Company's common shares were issued and outstanding and entitled to vote at the special meeting, and 20,074,047 shares were represented in person or by proxy at the special meeting, which constituted a quorum to conduct business at such meeting. Each of the proposals considered and voted upon was approved by the requisite vote of the Company's shareholders. The final voting results for each such proposal are described below. Proposal No. 1 – GABC Merger Proposal. Proposal to approve the merger agreement, including the issuance of shares of GABC common stock to shareholders of HLAN as contemplated thereby (the "GABC merger proposal"). Votes For Votes Against Votes Abstained 19,776,519 179,254 118,273 Proposal No. 2 – GABC Adjournment Proposal. Proposal to approve one or more adjournments of the special meeting if necessary to permit further solicitation of proxies in favor of the GABC merger proposal, or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to the holders of HLAN and GABC common stock (the "GABC adjournment proposal"). Votes For Votes Against Votes Abstained 19,001,614 918,475 153,957

01. Other Events

Item 8.01. Other Events. At a special meeting held on November 19, 2024, HLAN shareholders adopted the merger agreement. Completion of the Merger remains subject to the receipt of all required regulatory approvals and satisfaction of customary closing conditions. Assuming such approvals are timely secured and such conditions are satisfied, the Company expects that the Merger will be completed in the first quarter of 2025. Cautionary Note Regarding Forward-Looking Statements This Report contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can often, but not always, be identified by the use of words like "believe", "continue", "pattern", "estimate", "project", "intend", "anticipate", "expect", and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "might", "can", "may", or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the Company's goals, intentions and expectations, including the expected timing of completion of the Merger. These forward-looking statements are subject to significant risks, assumptions, and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: with respect to the Merger: (i) failure to obtain necessary regulatory approvals when expected or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction), or the failure of either company to satisfy any of the other closing conditions to the transaction on a timely basis or at all; (ii) the occurrence of any event, change or other circumstances that could

View Full Filing

View this 8-K filing on SEC EDGAR