What changed in this filing

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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-10 · 148 added, 30 removed, 119 unchanged (60% of the section changed)

3 unchanged sentences

Old National’s principal executive officer and principal financial officer have concluded that Old National’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended), based on their evaluation of these controls and procedures as of the end of the period covered by this annual report on Form 10-K, are effective at the reasonable assurance level as discussed below to ensure that information required to be disclosed by Old National in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to Old National’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s report on internal control over financial reporting and the attestation report of Crowe LLP, Old National’s independent registered public accounting firm, on Old National’s internal control over financial reporting are set forth in Part II, Item 8 of this Annual Report on Form 10-K.

Limitations on the Effectiveness of Controls.

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OTHER INFORMATION

Annual Incentive Compensation Plan

On February 21, 2023, the Talent Development and Compensation Committee approved and recommended to the Board for approval, and on February 22, 2023, the Board approved, the Annual Incentive Compensation Plan (“AICP”).

The purpose of the AICP is to provide an incentive to attract, retain, and reward selected employees of the Company to contribute to the Company’s growth, profitability, and success.

The AICP replaces the Old National Bancorp Short-Term Incentive Compensation Plan for Key Executives.

The AICP will be used as the Company’s annual bonus plan for executives in 2023 and in future years.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

This information is omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2021.

The Company’s executive officers are elected annually by the Board of Directors.

Certain information regarding the Company’s executive officers is set forth below:

Name Positions and Offices Age

AlAhmar Chief Executive Officer, Wealth Management of the Company since January 2020.

Previously, Senior Vice President and Head of Strategy and Business Development of U.S.

Bank from December 2013 to January 2020.

Chulos Chief Legal Officer and Corporate Secretary of the Company since February 2022.

Previously, Executive Vice President, General Counsel and Corporate Secretary of First Midwest from January 2013 to February 2022.

Evernham Chief Risk Officer of the Company since August 2019.

Previously, Executive Vice President, Wealth Management from May 2016 to August 2019.

President of Old National Insurance from December 2014 to May 2016.

Senior Vice President, Assistant General Counsel from October 2012 to December 2014.

Falconer Chief Financial Officer of the Company since May 2019.

Previously, Senior Vice President and Treasurer of the Company from November 2016 to May 2019.

Senior Vice President and Director of Credit Operations from March 2013 to November 2016.

Loss Share President from January 2012 to March 2013.

Vice President and Bank Controller from April 2009 to January 2012.

Moran, IV Chief Strategy Officer of the Company since 2021.

Previously, Chief Financial Officer for NBT Bancorp from 2019 to 2021.

Director of Corporate Development and Strategy of the Company from 2017 to 2019.

Senior Equity Analyst at Macquarie Capital (USA) from 2010 to 2017.

Putnam Chief Accounting Officer of the Company since February 2022.

Previously, Senior Vice President and Chief Accounting Officer of First Midwest from December 2014 to February 2022.

Vice President and Financial Reporting Manager of First Midwest from April 2013 to November 2014.

Director in the Assurance Services practice of McGladrey LLP from September 2006 to April 2013.

Ryan, III Chief Executive Officer of the Company since May 2019.

Chairman and CEO of the Company from May 2019 to February 2022.

Senior Executive Vice President and Chief Financial Officer of the Company from May 2016 to May 2019.

Director of Corporate Development and Mortgage Banking of the Company from July 2009 to May 2016, Integration Executive of the Company from February 2006 to July 2009.

Treasurer of the Company from March 2005 to February 2007.

Sander President and Chief Operating Officer of the Company since February 2022.

Previously, President and Chief Operating Officer of First Midwest from 2019 to February 2022.

Director at First Midwest from 2014 to February 2022.

Senior Executive Vice President and Chief Operating Officer of First Midwest from 2011 to 2019.

Previously held executive level positions in Commercial Banking with Associated Banc-Corp, Bank of America, and LaSalle Bank.

Sandgren Chief Executive Officer, Commercial Banking of the Company since February 2022.

Previously, President and Chief Operating Officer of the Company from May 2016 to February 2022.

Executive Vice President and Chief Banking Officer of the Company from April 2014 to May 2016.

Executive Vice President and Regional CEO of the Company from May 2007 to April 2014.

Executive Vice President and Southern Division Chief Credit Officer from January 2004 to May 2007.

Scudder Executive Chairman of the Board of Directors of the Company since February 2022.

Previously, Chairman and CEO of First Midwest from November 2017 to February 2022.

President and Chief Executive Officer of First Midwest from September 2008 to November 2017.

President and Chief Operating Officer of First Midwest from May 2007 to September 2008.

Executive Vice President and Chief Financial Officer of First Midwest from January 2002 to May 2007.

Tischler Chief Executive Officer, Community Banking of the Company since August 2022.

Previously, Executive Vice President and Head of Retail Banking at Associated Bank from June 2016 to August 2022.

Executive Vice President and Head of Payments & Direct Channels at Associated Bank from February 2014 to May 2016.

Senior Vice President and Director of Channel Optimization at Associated Bank from April 2011 to January 2014.

Vanzo Chief Administrative Officer of the Company since March 2021.

Executive Vice President, Chief Administrative Officer of the Company from January 2020 to March 2021.

Executive Vice President and Chief People Officer from May 2018 to January 2020.

Executive Vice President, Associate Engagement and Integrations Officer from June 2014 to May 2018.

Executive Vice President and Chief Human Resources Officer from January 2010 to June 2014.

Senior Vice President and Chief Human Resources Officer from March 2007 to January 2010.

Additional information required in response has been omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2022.

The applicable information appearing in the Proxy Statement for the 2023 annual meeting is incorporated by reference.

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EQUITY COMPENSATION PLAN INFORMATION

The following table contains information concerning the Amended and Restated 2008 Incentive Compensation Plan approved by the Company’s shareholders, as of December 31, 2021.

The following table contains information concerning the ICP approved by the Company’s shareholders, as of December 31, 2022.

Number of securities to

16 unchanged sentences

Total 3,955,153 $17.46 9,103,611

At December 31, 2021, 2.3 million shares remain available for issuance under the Amended and Restated 2008 Incentive Compensation Plan.

At December 31, 2022, 9.1 million shares remain available for issuance under the ICP.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

11 unchanged sentences

Consolidated Statements of Income – Years Ended December 31, 2022, 2021, and 2020

Consolidated Statements of Comprehensive Income – Years Ended December 31, 2021, 2020, and 2019

Consolidated Statements of Comprehensive Income (Loss) – Years Ended December 31, 2022, 2021, and 2020

Consolidated Statements of Changes in Shareholders’ Equity – Years Ended December 31, 2022, 2021, and 2020

7 unchanged sentences

3.1 Fifth Amended and Restated Articles of Incorporation of Old National, amended April 30, 2020 (incorporated by reference to Exhibit 3.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2020).

3.2 Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National authorizing additional shares of Old National capital stock (incorporated by reference to Exhibit 3.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

3.3 Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National designating the New Old National Series A Preferred Stock (incorporated by reference to Exhibit 3.3 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

3.4 Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National designating the New Old National Series C Preferred Stock (incorporated by reference to Exhibit 3.4 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

3.5 Amended and Restated By-Laws of Old National, amended April 30, 2020 (incorporated by reference to Exhibit 3.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2020).

4.1 Description of Old National Bancorp capital stock (incorporated by reference to Exhibit 4.1 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019) .

3.6 By-Laws Amendment to Amended and Restated By-Laws of Old National (incorporated by reference to Exhibit 3.6 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

4.1 Description of Old National Bancorp capital stock.

4.2 Description of Old National Bancorp debt securities (incorporated by reference to Exhibit 4.2 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019) .

4.3 Senior Indenture between Old National and The Bank of New York Trust Company (as successor to J.P.

Morgan Trust Company, National Association (as successor to Bank One, N.A.)), as trustee, dated as of July 23, 1997 (incorporated by reference to Exhibit 4.3 to Old National’s Registration Statement on Form S-3, Registration No.

333-118374, filed with the Securities and Exchange Commission on December 2, 2004).

4.4 Second Indenture Supplement, dated as of August 15, 2014, between Old National and The Bank of New York Mellon Trust Company, N.A., as trustee, providing for the issuance of its 4.125% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2014).

10.1 Form of 2018 Performance Units Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10(s) of Old National’s Annual Report on Form 10-K for the year ended December 31, 2017).*

10.2 Form of 2018 Restricted Stock Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10(t) of Old National’s Annual Report on Form 10-K for the year ended December 31, 2017).*

4.3 Deposit Agreement (Series A), dated February 15, 2022, among Old National, Continental Stock Transfer & Trust Company, acting as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

4.4 Deposit Agreement (Series C), dated February 15, 2022, among Old National, Continental Stock Transfer & Trust Company, acting as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

4.5 Form of Depositary Receipt-Series A (incorporated by reference to Exhibit 4.3 (included as part of Exhibit 4.1) of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

4.6 Form of Depositary Receipt-Series C (incorporated by reference to Exhibit 4.4 (included as part of Exhibit 4.2) of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

4.7 Certain instruments defining the rights of holders of long-term debt securities of Old National and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K.

The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.

Form of 2019 Internal Performance Units Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10(r) of Old National’s Annual Report on Form 10-K for the year ended December 31, 2018).

4 unchanged sentences

Form of 2020 Restricted Stock Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10.22 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.9 Old National Bancorp Amended and Restated 2020 Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.23 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019).*

Old National Bancorp Amended and Restated 2020 Director s Deferred Compensation Plan (incorporated by reference to Exhibit 10.23 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019).

First Amendment of the Old National Bancorp Amended and Restated 2020 Director s Deferred Compensation Plan.

Second Amendment of the Old National Bancorp Amended and Restated 2020 Director s Deferred Compensation Plan.

Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.24 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.11 Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (incorporated by reference to Appendix II of Old National’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 8, 2021).

First Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan.

Second Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan.

Third Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan.

First Midwest Bancorp, Inc.

Deferred Compensation Plan for Nonemployee Directors.

Amendment of the First Midwest Bancorp, Inc.

Deferred Compensation Plan for Nonemployee Directors.

First Midwest Bancorp, Inc.

Nonqualified Retirement Plan.

Amendment of the First Midwest Bancorp, Inc.

Nonqualified Retirement Plan.

First Midwest Bancorp, Inc.

Nonqualified Stock Option Gain Deferral Plan.

Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2017).

Amendment of the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (incorporated by reference to Appendix I of Old National’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 8, 2021).

Second Amendment of the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (incorporated by reference to Appendix III of Old National’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 8, 2022).

Old National Bancorp Annual Incentive Compensation Plan.

Form of Employment Agreement dated as of March 10, 2021 between Old National and each of its named executive officers, James C.

6 unchanged sentences

333-258774 filed with the Securities and Exchange Commission on August 13, 2021).

Form of 2022 Relative TSR Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan , as further amended (incorporated by reference to Exhibit 10.

1 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4 , 202 2 ) .

Form of 2022 ROATCE Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.2 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022) .

Form of 2022 Restricted Stock Award Agreements between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.

3 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022) .

Form of 2022 Performance Units Integration Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.

4 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022) .

Form of 2022 Letter Agreement between Old National and certain key employees providing for a cash retention and integration award (incorporated by reference to Exhibit 10.

5 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022) .

Letter Agreement, dated May 30, 2021, by and between Old National Bancorp and James C.

Ryan III (incorporated by reference to Exhibit 10.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2021).

Letter Agreement, dated May 30, 2021, by and between Old National Bancorp and James A.

Sandgren (incorporated by reference to Exhibit 10.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2021).

Employment Agreement, amended and restated as of January 18, 2019, by and between First Midwest Bancorp, Inc.

(as predecessor to Old National Bancorp) and Michael L.

Confidentiality and Restrictive Covenants Agreement, dated as of June 18, 2018, by and between the First Midwest Bancorp, Inc.

(as predecessor to Old National Bancorp) and Michael L.

Letter Agreement, dated May 30, 2021, by and between First Midwest Bancorp, Inc.

(as predecessor to Old National Bancorp) and Michael L.

Employment Agreement, dated as of January 18, 2019, by and between First Midwest Bancorp, Inc.

(as predecessor to Old National Bancorp) and Mark G.

Confidentiality and Restrictive Covenants Agreement, dated as of January 18, 2019, by and between the First Midwest Bancorp, Inc.

(as predecessor to Old National Bancorp) and Mark G.

Letter Agreement, dated May 30, 2021, by and between First Midwest Bancorp, Inc.

(as predecessor to Old National Bancorp) and Mark G.

21 Subsidiaries of Old National Bancorp

5 unchanged sentences

101 The following materials from Old National Bancorp’s Annual Report on Form 10-K Report for the year ended December 31, 2022, formatted in inline XBRL:

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

104 The cover page from Old National’s Annual Report on Form 10-K Report for the year ended December 31, 2022, formatted in inline XBRL and contained in Exhibit 101.

5 unchanged sentences

February 22, 2023

Chairman and Chief Executive Officer

Chief Executive Officer

(Principal Executive Officer)

6 unchanged sentences

Financial Officer (Principal Financial Officer) By:

/s/ Randall T.

Shepard, Director

/s/ Andrew E.

Goebel, Director By:

/s/ Michael L.

Scudder, Executive Chairman

/s/ Barbara A.

Boigegrain, Director By:

/s/ Rebecca S.

Skillman, Lead Director

/s/ Jerome F.

Henry Jr., Director By:

Skillman, Lead Independent

/s/ Thomas L.

Brown Director

Brown, Director

/s/ Michael J.

/s/ Kathryn J.

Hayley Michael J.

Small, Director

Hayley, Director

/s/ Derrick J.

Henseler Derrick J.

Stewart, Director

Henseler, Director

/s/ Stephen C.

/s/ Daniel S.

Hermann Stephen C.

Van Arsdell, Director

Hermann, Director

/s/ Katherine E.

White, Director

Kitchell, Director By:

Kitchell Katherine E.

White, Director

/s/ Phelps L.

Lambert, Director By:

/s/ Michael W.

Kitchell, Director

/s/ Angela L.

/s/ Austin M.

Ramirez Senior Vice President and Corporate Controller

Ramirez, Director (Principal Accounting Officer)

Chairman and Chief Executive Officer

Ramirez Angela L.

Ramirez, Director Senior Vice President and Chief Accounting

Officer (Principal Accounting Officer)

Rudnick, Director

Director and Chief Executive Officer

(Principal Executive 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.

What changed 10-K

Item 9A. Controls and Procedures