Associated Banc-Corp (NYSE:ASB-C) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Associated Banc-Corp (NYSE:ASB-C) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Associated Banc-Corp 2017 Incentive Compensation
Plan

At the 2017 Annual Meeting of Shareholders (the Annual
Meeting) of Associated Banc-Corp (the Company) held on
April 25, 2017, the Companys shareholders approved the
Associated Banc-Corp 2017 Incentive Compensation Plan (the
2017 Plan). The 2017 Plan provides for the following types
of awards to the Companys executive officers, employees,
consultants and non-employee directors:

options (non-qualified and incentive stock options);

stock appreciation rights;

restricted stock;

restricted stock units;

deferred stock;

performance units;

annual incentive awards; and

shares.

Under the 2017 Plan, the maximum number of shares that may
be issued is 13,839,123 shares of common stock, which
includes shares of Common Stock that remain available under
the Companys predecessor plans.

The foregoing description of the 2017 Plan is qualified in
its entirety by reference to the 2017 Plan attached as
Appendix A to the Proxy Statement on Schedule14A filed
March16, 2017 in connection with the Annual Meeting, which
is incorporated herein by reference.

Appointment of New Principal Accounting Officer

On April25, 2017, the Board of Directors of the Company
appointed TammyC. Stadler, Executive Vice President,
Corporate Controller of the Company, as Principal
Accounting Officer of the Company. Ms.Stadler, age 51, has
been Executive Vice President, Corporate Controller of the
Company and Associated Bank since September 2013.
Ms.Stadler joined the Company in April 1996 and previously
served as Executive Vice President and Corporate Tax
Director. From 1992 to 1996, she served as Assistant
Treasurer and Taxes for Air Wisconsin Airlines Corporation.
From 1990 to 1992 she served as Senior Tax Manager for Fort
Howard Paper Corporation. From 1987 to 1990, she held
various positions at the accounting firms of
Pricewaterhouse Coopers LLP and Deloitte Touche LLP.

Since January1, 2016, there have been no transactions, and
there are no currently proposed transactions, to which the
Company was or is a participant and in which Ms.Stadler had
or is to have a direct or indirect material interest that
would require disclosure to Item404(a) of RegulationS-K.

ChristopherJ. Del Moral-Niles, the Companys current
Principal Accounting Officer, will continue to serve as the
Companys Executive Vice President, Chief Financial Officer.
For Securities and Exchange Commission reporting purposes,
the Board has designated Mr.Niles as the principal
financial officer and Ms.Stadler as the principal
accounting officer.

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

The results of the matters submitted to a shareholder vote
at the Annual Meeting held on April25, 2017 were as
follows:

(1)

Election of the below-named nominees to the Board
of Directors of the Company:

Nominee

Number of Votes

FOR

Number of Votes

Withheld

Broker Non- Votes

John F. Bergstrom

117,828,876

3,336,915

16,356,493

Philip B. Flynn

120,541,500

624,291

16,356,493

R. Jay Gerken

119,816,646

1,349,145

16,356,493

Judith P. Greffin

120,472,665

693,126

16,356,493

William R. Hutchinson

119,638,798

1,526,993

16,356,493

Robert A. Jeffe

119,118,341

2,047,450

16,356,493

Eileen A. Kamerick

120,473,968

691,823

16,356,493

Gale E. Klappa

119,741,076

1,424,715

16,356,493

Richard T. Lommen

118,747,512

2,418,279

16,356,493

Cory L. Nettles

120,437,611

728,180

16,356,493

Karen T. van Lith

120,136,014

1,029,777

16,356,493

John (Jay) B. Williams

120,442,673

723,118

16,356,493

Each of the nominees was elected.

(2)

Approval of the Associated Banc-Corp 2017 Incentive
Compensation Plan:

Number of Votes FOR

Number of Votes Against

Withheld/Abstentions

Broker Non-Votes

113,182,864

7,434,076

548,851

16,356,493

This matter was approved by the Companys shareholders.

(3)

Advisory approval of Associated Banc-Corps named
executive officer compensation:

Number of Votes FOR

Number of Votes Against

Withheld/Abstentions

Broker Non-Votes

98,606,957

21,491,308

1,067,526

16,356,493

This matter was approved by the Companys shareholders.

(4)

Ratification of KPMG LLP as the independent
registered public accounting firm for the Company for the
year ending December 31, 2017:

Number of Votes FOR

Number of Votes Against

Withheld/Abstentions

Broker Non-Votes

136,090,143

1,097,137

335,004

This matter was approved by the Companys shareholders.

Item 8.01. Other Events.

On April25, 2017, the Board of Directors of the Company
declared a dividend on the Companys outstanding common
stock, outstanding 6.125% Perpetual Preferred Stock,
SeriesC Depositary Shares, and outstanding 5.375% Preferred
Stock, Series D Depositary Shares. The press release
containing this information is attached as Exhibit 99.1 and
is incorporated herein by reference.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits

10.1 Associated Banc-Corp 2017 Incentive Compensation Plan,
incorporated by reference to Appendix A to the Proxy
Statement on Schedule14A filed on March16, 2017 in
connection with the 2017 Annual Meeting of Shareholders of
Associated Banc-Corp

99.1 Press Release dated April 25, 2017


Associated Banc-Corp (NYSE:ASB-C) Recent Trading Information

Associated Banc-Corp (NYSE:ASB-C) closed its last trading session down -0.17 at 26.31 with 688 shares trading hands.

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