German American Bancorp

11/20/2024 | Press release | Distributed by Public on 11/20/2024 08:58

Material Event Form 8 K

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
Although a vote was taken with respect to the GABC adjournment proposal, no motion to adjourn was made because the GABC merger proposal had passed.