1st Source Corp Files Proxy Statement Amendment

TL;DR

SRCE filed a proxy amendment, likely for upcoming shareholder votes. Nothing new to see here, just paperwork.

AI Summary

1st Source Corporation (ticker: SRCE) filed an amendment (DEFA14A) to its proxy statement on April 11, 2024. This filing is an additional material related to proxy voting, indicating it supplements previous proxy materials sent to shareholders. The company, a commercial bank, is incorporated in Indiana and headquartered in South Bend.

Why It Matters

This filing is a procedural update to the proxy materials, which are crucial for shareholders to understand company proposals and exercise their voting rights at upcoming meetings.

Risk Assessment

Risk Level: low — This is a routine amendment to a proxy statement, not indicating any new or unusual risks.

Key Players & Entities

• 1ST SOURCE CORP (company) — Registrant
• 0000034782-24-000050 (filing_id) — Accession Number
• 20240411 (date) — Filing Date
• DEFA14A (document_type) — Form Type
• SRCE (ticker) — Implied Ticker

FAQ

Filing Documents

• proxyvotingservicesresponse.htm (DEFA14A) — 33KB
• corplogo.jpg (GRAPHIC) — 17KB
• glasslewiscostatement04102.jpg (GRAPHIC) — 559KB
• glasslewiscostatement04102a.jpg (GRAPHIC) — 536KB
• 0000034782-24-000050.txt ( ) — 1566KB

From the Filing

SUPPLEMENT TO THE PROXY STATEMENT Document United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the registrant x Filed by a Party other than the Registrant o Check the appropriate box o Preliminary Proxy Statement o Confidential, for use of the Commission Staff Only (as permitted by Rule 14a-6(e) (2)) o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material under Sec.240.14a-12 1st Source Corporation (Name of Registrant as Specified in its Charter) ___________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box) x No fee required o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies ___________________________________________________________ (2) Aggregate number of securities to which transaction applies ___________________________________________________________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined) ___________________________________________________________ (4) Proposed maximum aggregate value of transaction ___________________________________________________________ (5) Total fee paid ___________________________________________________________ o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of filing. (1) Amount Previously paid ___________________________________________________________ (2) Form, Schedule or Registration Statement No. ___________________________________________________________ (3) Filing Party ___________________________________________________________ (4) Date Filed ___________________________________________________________ April 10, 2024 Dear Valued Shareholders, Response to Recent ISS Report On March 15, 2024, 1st Source Corporation filed its proxy statement for the Company's 2024 annual meeting of shareholders scheduled for April 25, 2024. In the proxy statement, our Board of Directors unanimously recommends a vote "FOR" the election of four director nominees listed in the proxy statement as Proposal 1. ISS Proxy Advisory Services ("ISS") has, however, recommended that its clients vote against the election of two director nominees, Mark Schwabero and Ronda Shrewsbury "A vote AGAINST Governance Committee members Mark Schwabero and Ronda Shrewsbury is warranted for a material governance failure. The company's governing documents prohibit shareholders from amending the bylaws." Under current ISS policy, ISS considers any restriction on by-law amendments by shareholders to be a "material governance failure." Our articles of incorporation, which have been previously approved by the shareholders, and our by-laws reflect long-standing Indiana law which provides that only an Indiana corporation's board of directors may amend or repeal the corporation's by-laws, unless otherwise provided in the articles of incorporation. Indiana has had this provision for over 90 years, since at least 1929. Thus, we have not diminished shareholders' rights under Indiana state law in any way, because shareholders do not generally have the right to amend the by-laws under Indiana law. Furthermore, there are many provisions in our by-laws that deal with various procedural and administrative matters, such as meetings of our Board, committees and shareholders, and the issuance of our shares (among others). The amendment of these or other by-law provisions in ways that do not align with the Company's or our shareholders' best interests would be very disruptive to the operations and effective corporate governance of the Company. Board control of the by-laws protects the Company's long-term interests because it helps ensure that the Board, as the shareholders' elected representatives, can carry out long-term strategies and objectives without undue disruption. We strongly believe that our board membership reflects skills, leadership, experience, and diversity not typically found in a regional banking company of our size, and therefore, we believe following the voting recommendations of ISS on nominees Schwabero and Shrewsbury would be significantly detrimental to 1st Source and would not further good corporate governance. We encourage you to read our proxy statement to gain further insight into the skills and unique experiences of our nominees and the

View Full Filing

View this DEFA14A filing on SEC EDGAR