hbnc-20200507

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2020

HORIZON BANCORP, INC.

(Exact name of registrant as specified in its charter)


Indiana	000-10792	35-1562417
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

515 Franklin Street

Michigan City, IN 46360

(Address of principal executive offices, including zip code)

(219) 879-0211

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	HBNC	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 7, 2020, Horizon Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders. Only holders of the Company's common stock at the close of business on March 6, 2020 (the “Record Date”) were entitled to vote at the annual meeting. As of the Record Date, there were 44,795,487 shares of common stock entitled to vote. A total of 38,818,052 shares of common stock (87%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

The Company's shareholders voted on three proposals at the Annual Meeting. The proposals are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on March 20, 2020. The final results of the votes regarding each proposal are set forth below.

Proposal 1: Election of Directors

The Company's shareholders elected four directors to the Board of Directors to serve for three-year terms until the 2023 Annual Meeting of Shareholders. The votes regarding this proposal were as follows: 


	For	Withhold	Broker Non-Votes
James B. Dworkin	29,499,820	811,643	8,506,589
Daniel F. Hopp	29,088,478	1,222,985	8,506,589
Michele M. Magnuson	28,903,947	1,407,516	8,506,589
Steven W. Reed	29,736,643	574,820	8,506,589

Proposal 2: Advisory Vote to Approve Executive Compensation

The votes regarding this proposal were as follows:


For	Against	Abstain	Broker Non-Votes
29,187,144	523,059	601,260	8,506,589

Proposal 3: Ratification of Independent Auditors

The votes regarding the ratification of the appointment of BKD, LLP as independent auditors for 2020 were as follows:


For	Against	Abstain
37,773,318	855,933	188,801

SIGNATURES

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:

May 8, 2020

HORIZON BANCORP, INC.

By:

/s/ Mark E. Secor

Mark E. Secor,

Executive Vice President & Chief Financial Officer

Cover Page Cover Page	May 07, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 07, 2020
Entity File Number	000-10792
Entity Registrant Name	HORIZON BANCORP, INC.
Entity Central Index Key	0000706129
Amendment Flag	false
Title of 12(b) Security	Common stock, no par value
Entity Incorporation, State or Country Code	IN
Entity Tax Identification Number	35-1562417
Trading Symbol	HBNC
Security Exchange Name	NASDAQ
Entity Address, Address Line One	515 Franklin Street
Entity Address, City or Town	Michigan City
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46360
City Area Code	219
Local Phone Number	879-0211
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false