Old National Bancorp Amends Charter, Impacts Stock Classes
Ticker: ONBPP · Form: 8-K · Filed: Feb 27, 2024 · CIK: 707179
| Field | Detail |
|---|---|
| Company | Old National Bancorp /In/ (ONBPP) |
| Form Type | 8-K |
| Filed Date | Feb 27, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, bylaw-amendment, capital-structure
TL;DR
**Old National Bancorp just tweaked its corporate charter, potentially affecting common and preferred stock.**
AI Summary
OLD NATIONAL BANCORP /IN/ filed an 8-K on February 27, 2024, reporting an event that occurred on February 21, 2024. The filing indicates amendments to its Articles of Incorporation or Bylaws, specifically concerning its Common Stock, Series A Preferred Stock, and Series C Preferred Stock. This suggests potential changes in the company's capital structure or governance related to these stock classes.
Why It Matters
Changes to a company's Articles of Incorporation or Bylaws can significantly impact shareholder rights, corporate governance, and the future financial structure of the company.
Risk Assessment
Risk Level: medium — Amendments to corporate bylaws or articles can alter shareholder rights or capital structure, introducing moderate risk or opportunity depending on the specifics.
Key Players & Entities
- OLD NATIONAL BANCORP /IN/ (company) — Registrant
- February 21, 2024 (date) — Date of earliest event reported
- February 27, 2024 (date) — Filing date
- Common Stock (company) — Affected stock class
- Series A Preferred Stock (company) — Affected stock class
- Series C Preferred Stock (company) — Affected stock class
FAQ
What was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on February 21, 2024.
What specific items were reported under Item Information in the 8-K?
The 8-K reported 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' and 'Financial Statements and Exhibits' under Item Information.
Which classes of stock were mentioned in relation to the amendments?
The amendments were mentioned in relation to us-gaap:CommonStockMember, us-gaap:SeriesAPreferredStockMember, and us-gaap:SeriesCPreferredStockMember.
What is the Central Index Key (CIK) for OLD NATIONAL BANCORP /IN/?
The Central Index Key (CIK) for OLD NATIONAL BANCORP /IN/ is 0000707179.
What is the state of incorporation for OLD NATIONAL BANCORP /IN/?
OLD NATIONAL BANCORP /IN/ is incorporated in Indiana.
Filing Stats: 817 words · 3 min read · ~3 pages · Grade level 13.7 · Accepted 2024-02-27 16:16:19
Filing Documents
- onb-20240221.htm (8-K) — 30KB
- ex31amendedandrestatedby-l.htm (EX-3.1) — 100KB
- 0001628280-24-007225.txt ( ) — 320KB
- onb-20240221.xsd (EX-101.SCH) — 2KB
- onb-20240221_def.xml (EX-101.DEF) — 8KB
- onb-20240221_lab.xml (EX-101.LAB) — 31KB
- onb-20240221_pre.xml (EX-101.PRE) — 19KB
- onb-20240221_htm.xml (XML) — 5KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At a meeting on February 21, 2024, the Board of Directors (the "Board") of Old National Bancorp (the "Company" or "Old National") unanimously approved and adopted, effective as of February 21, 2024, certain amendments to the By-Laws of the Company. The amendments to the By-Laws are summarized below: Article IV, Section 6(c). Voting at Meetings – Amended the voting standard for shareholder meetings to reflect that action on a matter (other than the election of directors) will be approved if the votes cast within a voting group favoring the action exceed the votes cast opposing the action, in accordance with the Indiana Business Corporation Law. Article V, Section 1. Election, Term, and Number – Amended to set the number of directors on the Board at fifteen (15) following the retirement of Michael L. Scudder as a director and Executive Chairman of the Board on January 31, 2024. Article VI, Section 1. Principal Officers and Section 8. Vice Chairman – Amended to eliminate Vice Chairman as a required principal officer of the Company. Article IX, Certain Governance Matters – The Company's By-Laws were previously amended effective February 15, 2022 in connection with the closing of the Company's merger with First Midwest Bancorp, Inc. ("First Midwest") to add Article IX relating to certain governance matters. The Board determined to amend the By-Laws to remove Article IX. Article IX provided for the following, among other items, for specified period of time following the merger with First Midwest: (i) a total of sixteen (16) Board members consisting of eight (8) legacy Old National directors and eight (8) legacy First Midwest directors; (ii) an equal number of legacy Old National and legacy First Midwest directors on each of the Board's committees; (iii) exclusive authority for legacy Old National directors to replace a retired legacy Old National director and for legacy First M
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated By-Laws 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 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: February 27, 2024 OLD NATIONAL BANCORP By: /s/ Nicholas J. Chulos Nicholas J. Chulos Executive Vice President, Chief Legal Officer and Corporate Secretary 3