German American Bancorp Announces 2024 Annual Shareholder Meeting

TL;DR

<b>German American Bancorp will hold its 2024 Annual Shareholder Meeting on April 29, 2024, to elect directors, approve executive compensation, and ratify the appointment of its auditor.</b>

AI Summary

GERMAN AMERICAN BANCORP, INC. (GABC) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. The 2024 annual meeting of shareholders for German American Bancorp, Inc. will be held on April 29, 2024. Shareholders will vote on the election of four directors, each serving until the 2027 annual meeting. An advisory vote will be held on the compensation of named executive officers. Shareholders will also vote on the appointment of Crowe LLP as the independent registered public accounting firm for fiscal year ending December 31, 2024. The record date for determining shareholders entitled to vote is March 8, 2024.

Why It Matters

For investors and stakeholders tracking GERMAN AMERICAN BANCORP, INC., this filing contains several important signals. This filing is a proxy statement, which outlines the proposals and information shareholders need to vote on at the annual meeting. The meeting agenda includes key corporate governance matters such as director elections and auditor ratification, impacting shareholder oversight.

Risk Assessment

Risk Level: low — GERMAN AMERICAN BANCORP, INC. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or strategic information that would alter the company's risk profile.

Analyst Insight

Shareholders should review the proxy materials to understand the proposals and cast their votes on director elections, executive compensation, and auditor appointment.

Key Numbers

• April 29, 2024 — Annual Meeting Date (2024 annual meeting of shareholders)
• Four (4) — Directors to be Elected (To elect four (4) directors)
• 2027 — Director Term End (each to serve until the 2027 annual meeting)
• December 31, 2024 — Fiscal Year End (fiscal year ending December 31, 2024)
• March 8, 2024 — Record Date (close of business on March 8, 2024 as the 'record date')

Key Players & Entities

• GERMAN AMERICAN BANCORP, INC. (company) — Registrant
• Crowe LLP (company) — independent registered public accounting firm

FAQ

Risk Factors

• Compliance with SEC Regulations [medium — regulatory]: The company must comply with SEC rules and regulations regarding proxy solicitations and annual meetings.
• Effectiveness of Independent Auditor [medium — operational]: The appointment of Crowe LLP is subject to shareholder approval, and their effectiveness is crucial for financial reporting integrity.

Industry Context

German American Bancorp, Inc. operates within the commercial banking sector, subject to federal and state regulations governing financial institutions.

Regulatory Implications

As a publicly traded company, German American Bancorp, Inc. is subject to the oversight of the Securities and Exchange Commission (SEC) and must adhere to regulations concerning proxy solicitations and corporate governance.

What Investors Should Do

1. Review the proxy statement for detailed information on director nominees and their qualifications.
2. Understand the advisory vote on executive compensation and the rationale behind it.
3. Confirm the appointment of Crowe LLP as the independent auditor and its role in financial oversight.

Key Dates

• 2024-04-29: Annual Meeting of Shareholders — Shareholders will vote on key corporate matters.
• 2024-03-08: Record Date — Determines which shareholders are eligible to vote.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement for an upcoming annual meeting, providing details on proposals for shareholder vote.

Filing Documents

• tm242739-d2_def14a.htm (DEF 14A) — 1278KB
• lg_germanamericanbancorp-bw.jpg (GRAPHIC) — 8KB
• sg_bradleyarnett-bw.jpg (GRAPHIC) — 5KB
• bc_peopaidvstsr-bw.jpg (GRAPHIC) — 41KB
• bc_peopaidvsnetincome-bw.jpg (GRAPHIC) — 44KB
• bc_peopaidvseps-bw.jpg (GRAPHIC) — 48KB
• lc_companypeergrouptsr-bw.jpg (GRAPHIC) — 37KB
• px_germanproxy1pg01-4c.jpg (GRAPHIC) — 373KB
• px_germanproxy1pg02-4c.jpg (GRAPHIC) — 232KB
• 0001104659-24-037185.txt (&nbsp;) — 4262KB
• gabc-20240322.xsd (EX-101.SCH) — 9KB
• gabc-20240322_def.xml (EX-101.DEF) — 8KB
• gabc-20240322_lab.xml (EX-101.LAB) — 29KB
• gabc-20240322_pre.xml (EX-101.PRE) — 7KB
• tm242739-d2_def14a_htm.xml (XML) — 308KB

EXECUTIVE COMPENSATION AND RELATED INFORMATION

EXECUTIVE COMPENSATION AND RELATED INFORMATION 28 Compensation/Human Resources Committee Governance 28 Compensation Committee Interlocks and Insider Participation 29 Compensation Discussion and Analysis 29 Our Compensation Objectives 29 How We Set Executive Compensation 29 Peer Group Selection and Analysis 30 Executive Pay Versus Peer Performance Analysis 30 i TABLE OF CONTENTS The Company's 2023 Financial Performance 31

Executive Compensation Components

Executive Compensation Components 32 Vesting and Retention Provisions Applicable to LTI Awards 39 Clawback Policy 39 Repricing and Underwater Grant Buyback Prohibitions 40 Insider Trading Policy and Anti-Hedging Provision 40 Executive Stock Ownership/Holding Requirements 40 Other 2019 LTI Plan Governance Features 41 Retirement/Deferred Compensation Benefits 41 Other Compensation 42 Compensation Committee Report 42 Risk Assessment 43

Executive Compensation

Executive Compensation 43 Summary Compensation Table 44 Grants of Plan-Based Awards 45 Option Exercises and Stock Vested 46 Outstanding Equity Awards at Fiscal Year-End 47 Nonqualified Deferred Compensation 48 Pension Benefits 49 Potential Payments upon Termination or Change in Control 50 CEO Pay Ratio 51 Pay Versus Performance 51 DIRECTOR COMPENSATION 56 TRANSACTIONS WITH RELATED PERSONS 59 PROPOSAL 2–ADVISORY VOTE ON EXECUTIVE COMPENSATION 60 PROPOSAL 3–ADVISORY VOTE ON THE APPROVAL OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 61 SECTION 16(A): BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 62 SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING 62 ii TABLE OF CONTENTS PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS OF GERMAN AMERICAN BANCORP, INC. to be held April 29, 2024 INTRODUCTION The Board of Directors of German American Bancorp, Inc. is soliciting proxies from shareholders for its use at the 2024 annual meeting of shareholders, and at any adjournment or adjournments of that meeting. The annual meeting is scheduled to be held on Monday, April 29, 2024, at 11:30 A.M., Eastern Time, at the German American Operations Center, 1311 W. 12 th Ave., Jasper, Indiana. To improve readability, German American Bancorp, Inc., which has prepared this proxy statement, will sometimes speak in this document in the first-person (using words such as "we" or "our" or "us") and will address its shareholders using second-person words (such as "you" or "your"). We will also sometimes refer to German American Bancorp, Inc. as "the Company." References to the Board of Directors of the Company in this proxy statement will usually be shortened to "our Board." References to our "Proxy Committee" will refer to Angela Curry and Susan J. Ellspermann, who are designated by the proxy cards that accompany this proxy statement as being the persons who are authorized to vote at the annual meeting those sha

View Full Filing

View this DEF 14A filing on SEC EDGAR