25 unchanged sentences
Other Information.
−Removed: Not applicable.
+Added: (a) Information required to be disclosed in a report on Form 8-K.
+Added: (b) Insider trading arrangements.
+Added: During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
1 unchanged sentence
Directors, Executive Officers, and Corporate Governance.
−Removed: Information responsive to this Item 10 will be included under the captions “Election of Directors,” “Our Executive Officers” and “Section 16(a):
−Removed: Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held in May 2023 which will be filed within 120 days of the end of the fiscal year covered by this Report (the “2023 Proxy Statement”), which sections are incorporated herein by reference.
+Added: Information responsive to this Item 10 will be included under the captions “Election of Directors,” “Our Executive Officers,” “Section 16(a):
+Added: Beneficial Ownership Reporting Compliance,” “Corporate Governance – Code of Business Conduct,” “Corporate Governance – Committees and Attendance,” “Corporate Governance – Director Nominations Process,” “Report of the Audit Committee,” and “Executive Compensation and Related Information – Insider Trading Policy and Anti-Hedging Provision” in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held in April 2024 which will be filed within 120 days of the end of the fiscal year covered by this Report (the “2024 Proxy Statement”), which sections are incorporated herein by reference.
Executive Compensation.
3 unchanged sentences
Equity Compensation Plan Information
−Removed: 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:
−Removed: 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”).
+Added: T he Company maintains two equity incentive plans under which it has authorized the issuance of its Common Shares to employees and non-employee directors as compensation:
+Added: 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.
40 unchanged sentences
Amended and Restated Bylaws of German American Bancorp, Inc.
−Removed: are incorporated by reference to Exhibit 3.1 of the Registrant ’ s Current Report on Form 8-K filed July 1, 2020 (SEC File No.
+Added: are incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed December 20, 2023 (SEC File No.
Terms of Common Shares and Preferred Shares of the Registrant (included in Amended and Restated Articles of Incorporation) are incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed May 26, 2020 (SEC File No.
6 unchanged sentences
registered pursuant to Section 12 of the Exchange Act is incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 2, 2020 (SEC File No.
−Removed: 10.1* Form of Director Deferred Compensation Agreement between The German American Bank and certain of its Directors is incorporated herein by reference from Exhibit 10.4 to the Registrant’s Registration Statement on Form S-4 filed January 21, 1993 (the Agreement entered into by former director George W.
−Removed: Astrike, a copy of which was filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-4 filed January 21, 1993, is substantially identical to the Agreements entered into by the other Directors, some of whom remain directors of the Registrant).
−Removed: The schedule following such Exhibit 10.4 lists the Agreements with the other Directors and sets forth the material detail in which such Agreements differ from the Agreement filed as such Exhibit 10.4.
−Removed: Second Amendment, effective as of December 18, 2017, to the Director Deferred Compensation Agreement, dated December 8, 1992, between German American Bancorp and Mark A.
−Removed: Schroeder, as amended, is incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 20, 2017 (SEC File No.
Adoption Agreement for the German American Bancorp, Inc.
4 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.
−Removed: 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.
+Added: Second Amendment to the German American Bancorp, Inc.
+Added: Nonqualified Savings Plan, effective January 1, 2024.
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.
−Removed: Description of Director Compensation Arrangements for the 12 month period ending on June 30, 20 23.
−Removed: 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.
+Added: Description of Director Compensation Arrangements for the 12 month period ending on June 30, 2023 is incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed March 1, 2023 (SEC File No.
+Added: Description of Director Compensation Arrangements for the 12 month period ending on June 30, 2024 is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed August 8, 2023 (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.
+Added: Description of Executive Management Incentive Plan for 2023 (awards payable in 2024) is incorporated by reference from the description contained in Item 5.02 of the Registrant’s Current Report on Form 8-K filed March 3, 2023 (SEC File No.
Executive Supplemental Retirement Income Agreement dated October 1, 1996, between First Federal Bank, F.S.B.
4 unchanged sentences
Leinenbach, dated August 31, 2017, is incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed September 5, 2017 (SEC File No.
−Removed: Supplemental Executive Retirement Agreement between German American Bank and Randall L.
−Removed: Braun, dated March 8, 2021, is incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed March 12, 2021 (SEC File No.
−Removed: Form of LTI Restricted Stock Award Agreement that evidences the terms of restricted stock awards granted to executive officers under the 2009 Long-Term Equity Incentive Plan in conjunction with the Management Long-Term Incentive Plan from time to time in effect is incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed March 16, 2017 (SEC File No.
Form of LTI Restricted Stock Award Agreement that evidences the terms of restricted stock awards granted to executive officers under the 2019 Long-Term Equity Incentive Plan in conjunction with the Management Long-Term Incentive Plan from time to time in effect is incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 2, 2020 (SEC File No.
6 unchanged sentences
Consent of Crowe LLP
−Removed: Sarbanes-Oxley Act of 2002, Section 302 Certification for President and Chief Executive Officer.
−Removed: Sarbanes-Oxley Act of 2002, Section 302 Certification for Executive Vice President (Principal Financial Officer).
−Removed: Sarbanes-Oxley Act of 2002, Section 906 Certification for President and Chief Executive Officer.
−Removed: Sarbanes-Oxley Act of 2002, Section 906 Certification for Executive Vice President (Principal Financial Officer).
+Added: Sarbanes-Oxley Act of 2002, Section 302 Certification of Principal Executive Officer.
+Added: Sarbanes-Oxley Act of 2002, Section 302 Certification of Principal Financial Officer.
+Added: Sarbanes-Oxley Act of 2002, Section 906 Certification of Principal Executive Officer.
+Added: Sarbanes-Oxley Act of 2002, Section 906 Certification of Principal Financial Officer.
+Added: German American Bancorp, Inc.
+Added: Incentive Compensation Recovery Policy
101.INS+ Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)
9 unchanged sentences
No long-term debt instrument issued by the Registrant exceeds 10% of consolidated total assets or is registered.
−Removed: In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-K, to the extent not otherwise filed herewith or incorporated
−Removed: by reference hereby, the Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon request.
+Added: 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.
10 unchanged sentences
GERMAN AMERICAN BANCORP, INC.
−Removed: March 1, 2023 By:
−Removed: Neil Dauby, President and Chief Executive Officer
+Added: February 27, 2024 By:
+Added: Neil Dauby, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
−Removed: March 1, 2023 /s/Mark A.
−Removed: Schroeder, Chairman
−Removed: March 1, 2023 /s/D.
−Removed: Neil Dauby, Director, President and Chief Executive Officer (principal executive officer)
−Removed: March 1, 2023 /s/Zachary W.
+Added: February 27, 2024 /s/D.
+Added: Neil Dauby, Chairman and Chief Executive Officer (principal executive officer)
+Added: February 27, 2024 /s/Zachary W.
Bawel, Director
−Removed: March 1, 2023 /s/Angela Curry
+Added: February 27, 2024 /s/Angela Curry
Angela Curry, Director
−Removed: March 1, 2023 /s/Sue J.
−Removed: Ellsperman, Director
−Removed: March 1, 2023 /s/Marc D.
+Added: February 27, 2024 /s/Sue J.
+Added: Ellspermann, Director
+Added: February 27, 2024 /s/Marc D.
Fine, Director
−Removed: March 1, 2023 /s/Jason M.
+Added: February 27, 2024 /s/Jason M.
Kelly, Director
−Removed: March 1, 2023 /s/Diane B.
+Added: February 27, 2024 /s/Diane B.
Medley, Director
−Removed: March 1, 2023 /s/Chris A.
−Removed: Ramsey, Director
−Removed: March 1, 2023 /s/M.
+Added: February 27, 2024 /s/M.
Darren Root, Director
−Removed: March 1, 2023 /s/Christina M.
+Added: February 27, 2024 /s/Christina M.
Ryan, Director
−Removed: March 1, 2023 /s/Thomas W.
+Added: February 27, 2024 /s/Thomas W.
Seger, Director
−Removed: March 1, 2023 /s/Jack W.
+Added: February 27, 2024 /s/Jack W.
Sheidler, Director
−Removed: March 1, 2023 /s/Tyson J.
+Added: February 27, 2024 /s/Tyson J.
Wagler, Director
−Removed: March 1, 2023 /s/Bradley M.
−Removed: Rust, Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer (principal financial officer)
−Removed: March 1, 2023 /s/Vicki L.
+Added: February 27, 2024 /s/Bradley M.
+Added: Rust, President and Chief Financial Officer (principal financial officer)
+Added: February 27, 2024 /s/Vicki L.
Schuler, Senior Vice President, Controller (principal accounting officer)
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.