What changed in this filing

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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-03-01 · 35 added, 13 removed, 153 unchanged (24% of the section changed)

26 unchanged sentences

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers, and Corporate Governance.

4 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required under this Item 12 relating to equity compensation plans is set forth under the heading “Equity Compensation Plan Information” in Part II, Item 5 of this Report.

Information relating to security ownership of certain beneficial owners and the directors and executive officers of the Company will be included under the captions “Ownership of Our Common Shares by Our Directors and Executive Officers” and “Principal Owners of Common Shares” of the 2023 Proxy Statement, which sections are incorporated herein by reference.

Equity Compensation Plan Information

T he Company maintains three equity incentive plans under which it has authorized the issuance of its Common Shares to employees and non-employee directors as compensation:

its 2009 Long-Term Equity Incentive Plan (under which no new grants may be made), its 2019 Long-Term Equity Incentive Plan (the “2019 LTI Plan”) and its 2019 Employee Stock Purchase Plan (the “2019 ESPP”).

Each of these plans was approved by the requisite vote of the Company’s common shareholders in the year of adoption by the Board of Directors.

The Company is not a party to any individual compensation arrangement involving the authorization for issuance of its equity securities to any single person, other than option agreements and restricted stock award agreements that have been granted under the terms of one of the three plans identified above.

The following table sets forth information regarding these plans as of December 31, 2022:

Plan Category Number of Securities

to be Issued upon Exercise

of Outstanding Options, Warrants or Rights Weighted Average

Exercise Price of

Outstanding Options, Warrants and Rights Number of Securities

Remaining Available for

Future Issuance under

Equity Compensation

Plans (Excluding

Securities Reflected in First Column)

Equity compensation plans approved by security holders — (a) $ — (a) 1,562,062 (b)

Equity compensation plans not approved by security holders — — —

Total — $ — 1,562,062

(a) On December 31, 2022, participants under the 2019 ESPP exercised options to purchase 4,621 Common Shares at the purchase price of $36.92 per share.

The Company settled the option exercises in January 2023 with shares purchased on the open market.

(b) Represents 750,000 shares at December 31, 2022 that the Company may in the future issue to employees under the 2019 ESPP (although the Company typically purchases the shares needed for sale to participating employees on the open market rather than issuing new issue shares to such employees) and 812,062 shares that were available for grant or issuance at December 31, 2022 under the 2019 LTI Plan.

For additional information regarding the Company’s equity incentive plans and employee stock purchase plan, see Note 8 (Shareholders’ Equity) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report.

Certain Relationships and Related Transactions, and Director Independence.

10 unchanged sentences

Consolidated Statements of Income, years ended December 31, 2022, 2021 and 2020 53

Consolidated Statements of Comprehensive Income, years ended December 31, 2021, 2020 and 2019 57

Consolidated Statements of Comprehensive Income (Loss), years ended December 31, 2022, 2021 and 2020 54

Consolidated Statements of Changes in Shareholders’ Equity, years ended December 31, 2022, 2021 and 2020 55

4 unchanged sentences

The following exhibits are included with this report or incorporated herein by reference:

Agreement and Plan of Reorganization by and among German American Bancorp, Inc., German American Bank, Citizens Union Bancorp of Shelbyville, Inc.

and Citizens Union Bank of Shelbyville, Inc., dated as of September 20, 2021, is incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed September 21, 2021 (SEC File No.

Amended and Restated Articles of Incorporation of German American Bancorp, Inc.

21 unchanged sentences

Nonqualified Savings Plan, effective January 1, 2020 is incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 2, 2020 (SEC File No.

Description of Director Compensation Arrangements for the 12 month period ending on June 30, 2020 is incorporated by reference from the description included in Item 5.02 of the Registrant’s Current Report on Form 8-K filed July 11, 2019 (SEC File No.

Description of Additional Director Compensation Arrangements for the 12 month period ending on June 30, 2020 (Restricted Stock Awards) is incorporated by reference from the description included in Item 5.02 of the Registrant’s Current Report on Form 8-K filed December 18, 2019 (SEC File No.

Description of Director Compensation Arrangements for the 12 month period ending on June 30, 2021 (including Restricted Stock Awards) is incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2020, filed February 26, 2021 (SEC File No.

Description of Director Compensation Arrangements for the 12 month period ending on June 30, 2022 is incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 1, 2022 (SEC File No.

Description of Director Compensation Arrangements for the 12 month period ending on June 30, 20 23.

Description of Executive Management Incentive Plan for 2019 (awards payable in 2020) is incorporated by reference from the description contained in Item 5.02 of the Registrant’s Current Report on Form 8-K filed May 3, 2019 (SEC File No.

Description of Executive Management Incentive Plan for 2020 (awards payable in 2021) is incorporated by reference from the description contained in Item 5.02 of the Registrant’s Current Report on Form 8-K filed April 3, 2020 (SEC File No.

Description of Executive Management Incentive Plan for 2021 (awards payable in 2022) is incorporated by reference from the description contained in Item 5.02 of the Registrant's Current Report on Form 8-K filed March 12, 2021 (SEC File No.

Description of Executive Management Incentive Plan for 2022 (awards payable in 2023) is incorporated by reference from the description contained in Item 5.02 of the Registrant’s Current Report on Form 8-K filed March 11, 2022 (SEC File No.

Executive Supplemental Retirement Income Agreement dated October 1, 1996, between First Federal Bank, F.S.B.

26 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

# Schedules to the subject agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

* Exhibits that describe or evidence all management contracts or compensatory plans or arrangements required to be filed as exhibits to this Report are indicated by an asterisk.

2 unchanged sentences

No long-term debt instrument issued by the Registrant exceeds 10% of consolidated total assets or is registered.

In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-K, to the extent not otherwise filed herewith or incorporated by reference hereby, the Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon request.

In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-K, to the extent not otherwise filed herewith or incorporated

by reference hereby, the Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon request.

In reviewing any agreements included as exhibits to this Report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements.

14 unchanged sentences

March 1, 2023 /s/Mark A.

Schroeder, Executive Chairman

Schroeder, Chairman

March 1, 2023 /s/D.

2 unchanged sentences

Bawel, Director

March 1, 2023 /s/Angela Curry

Angela Curry, Director

March 1, 2023 /s/Sue J.

4 unchanged sentences

Kelly, Director

March 1, 2022 /s/J.

David Lett, Director

March 1, 2023 /s/Diane B.

Medley, Director

March 1, 2023 /s/Chris A.

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures