31 unchanged sentences
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,” “Section 16(a):
−Removed: 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.
+Added: Information responsive to this Item 10 will be included under the captions “Members of the Board,” “Code of Business Conduct,” “Committees and Attendance,” and “Director Nominations Process” under the heading “Corporate Governance and Board Matters,” and under the headings “Executive Officers,” “Section 16(a):
+Added: Beneficial Ownership Reporting Compliance,” “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 2025 which will be filed within 120 days of the end of the fiscal year covered by this Report (the “2025 Proxy Statement”), which sections are incorporated herein by reference.
Executive Compensation.
44 unchanged sentences
The following exhibits are included with this report or incorporated herein by reference:
+Added: Agreement and Plan of Reorganization by and among German American Bancorp, Inc., German American Bank, Heartland BancCorp, and Heartland Bank, dated as of July 29, 2024, is incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed July 29, 2024 (SEC File No.
Amended and Restated Articles of Incorporation of German American Bancorp, Inc.
8 unchanged sentences
is incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed June 25, 2019 (SEC File No.
+Added: Form of 5.0% Fixed-to-Floating Rate Subordinated Note due 2030 of Heartland BancCorp is incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed February 3, 2025 (SEC File No.
Description of the securities of German American Bancorp, Inc.
7 unchanged sentences
Second Amendment to the German American Bancorp, Inc.
−Removed: Nonqualified Savings Plan, effective January 1, 2024.
−Removed: 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.
+Added: Nonqualified Savings Plan, effective January 1, 2024 is incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed February 27, 2024 (SEC File No.
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.
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.
+Added: Description of Director Compensation Arrangements, effective as of July 1, 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, 2024, filed August 9, 2024 (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.
5 unchanged sentences
Rust and the Registrant dated December 30, 2008, is incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, filed March 10, 2010 (SEC File No.
−Removed: Supplemental Executive Retirement Agreement between German American Bancorp and Keith A.
−Removed: 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: 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.
−Removed: Form of Restricted Stock Award Agreement that evidences the terms of awards of restricted stock grants granted under the 2019 Long-Term Equity Incentive Plan to Directors as part of their annual compensation arrangement is incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 2, 2020 (SEC File No.
+Added: 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 Management Long-Term Incentive Plans in effect prior to 2024 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.
+Added: 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 Management Long-Term Incentive Plans in effect for 2024 and thereafter.
+Added: Form of Restricted Stock Award Agreement that evidences the terms of awards of restricted stock grants granted under the 2019 Long-Term Equity Incentive Plan to Directors as part of annual compensation arrangements in effect for compensation periods commencing prior to July 1, 2024 is incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed March 2, 2020 (SEC File No.
+Added: Form of Restricted Stock Award Agreement that evidences the terms of awards of restricted stock grants granted under the 2019 Long-Term Equity Incentive Plan to Directors as part of annual compensation arrangements in effect for compensation periods commencing on or after July 1, 2024.
German American Bancorp, Inc.
Amended and Restated 2019 Employee Stock Purchase Plan is incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed May 26, 2020 (SEC File No.
+Added: 00 1 -15877).
German American Bancorp, Inc.
2019 Long-Term Equity Incentive Plan is incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed May 21, 2019 (SEC File No.
+Added: 00 1 -15877).
+Added: German American Bancorp, Inc.
+Added: Insider Trading Policy
Subsidiaries of the Registrant
5 unchanged sentences
German American Bancorp, Inc.
−Removed: Incentive Compensation Recovery Policy
+Added: Incentive Compensation Recovery Policy is incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed February 27, 2024 (SEC File No.
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.)
5 unchanged sentences
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+Added: # Schedules to the subject agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
+Added: 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.
15 unchanged sentences
GERMAN AMERICAN BANCORP, INC.
−Removed: February 27, 2024 By:
+Added: March 3, 2025 By:
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: February 27, 2024 /s/D.
+Added: March 3, 2025 /s/D.
Neil Dauby, Chairman and Chief Executive Officer (principal executive officer)
−Removed: February 27, 2024 /s/Zachary W.
+Added: March 3, 2025 /s/Zachary W.
Bawel, Director
−Removed: February 27, 2024 /s/Angela Curry
+Added: March 3, 2025 /s/Angela Curry
Angela Curry, Director
−Removed: February 27, 2024 /s/Sue J.
+Added: March 3, 2025 /s/Sue J.
Ellspermann, Director
−Removed: February 27, 2024 /s/Marc D.
+Added: March 3, 2025 /s/Marc D.
Fine, Director
−Removed: February 27, 2024 /s/Jason M.
+Added: March 3, 2025 /s/Jason M.
Kelly, Director
−Removed: February 27, 2024 /s/Diane B.
+Added: March 3, 2025 /s/G.
+Added: Scott McComb, Director
+Added: March 3, 2025 /s/Diane B.
Medley, Director
−Removed: February 27, 2024 /s/M.
+Added: March 3, 2025 /s/M.
Darren Root, Director
−Removed: February 27, 2024 /s/Christina M.
+Added: March 3, 2025 /s/Christina M.
Ryan, Director
−Removed: February 27, 2024 /s/Thomas W.
−Removed: Seger, Director
−Removed: February 27, 2024 /s/Jack W.
+Added: March 3, 2025 /s/Jack W.
Sheidler, Director
−Removed: February 27, 2024 /s/Tyson J.
+Added: March 3, 2025 /s/Ronnie R.
+Added: Stokes, Director
+Added: March 3, 2025 /s/Tyson J.
Wagler, Director
−Removed: February 27, 2024 /s/Bradley M.
+Added: March 3, 2025 /s/Bradley M.
Rust, President and Chief Financial Officer (principal financial officer)
−Removed: February 27, 2024 /s/Vicki L.
+Added: March 3, 2025 /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.