GERMAN AMERICAN BANCORP, INC. (NASDAQ:GABC) Files An 8-K Submission of Matters to a Vote of Security Holders

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GERMAN AMERICAN BANCORP, INC. (NASDAQ:GABC) Files An 8-K Submission of Matters to a Vote of Security Holders

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

(a) German American Bancorp, Inc. (the Company) held its annual
meeting of shareholders on May 18, 2017.
(b) At the close of business on March 13, 2017, the record date
for the annual meeting, 15,261,431 of the Companys common shares
were issued and outstanding. Matters voted upon at the annual
meeting were as follows:
1.Election of four directors to serve until the 2020 annual
meeting of shareholders;
2.Approval, on an advisory basis, of the compensation of the
Companys executive officers named in the compensation disclosures
in the annual meeting proxy statement;
3.Selection, by a non-binding advisory vote, of the frequency of
the advisory vote on executive compensation; and
4.Approval, on an advisory basis, of the appointment of Crowe
Horwath LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017.
The final results of the votes taken at the annual meeting were
as follows:
Proposal 1 – Election of four directors to serve until the 2020
annual meeting of shareholders:
Directors Name
Votes For
Votes Withheld
Broker Non-Votes
Uncast Votes
Christina M. Ernst
8,866,615
1,159,240
2,893,262
4,558
Chris A. Ramsey
8,535,798
1,272,117
2,893,262
222,498
M. Darren Root
8,848,514
1,178,844
2,893,262
3,054
Mark A. Schroeder
8,894,112
1,128,557
2,893,262
7,744
Each director nominee was elected to the Companys Board of
Directors by a plurality of the votes cast among all nominees.
Proposal 2 – Approval, on an advisory basis, of the compensation
of the Companys executive officers named in the compensation
disclosures in the annual meeting proxy statement:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
9,744,493
183,527
102,392
2,893,262
The compensation of the Companys executive officers was approved
by a majority of the votes cast.
Proposal 3 – Selection, by a non-binding advisory vote, of the
frequency of the advisory vote on executive compensation:
One Year
Two Years
Three Years
Votes Abstained
3,610,123
361,702
5,946,207
112,379
A majority of the votes cast advised that the vote on executive
compensation should occur every three years.
Proposal 4 – Approval, on an advisory basis, of the appointment
of Crowe Horwath LLP as the Companys independent registered
public accounting firm for 2017:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
12,743,473
116,478
63,723
The appointment of Crowe Horwath LLP as the Companys independent
registered public accounting firm for 2017 was approved by a
majority of the votes cast.
(c) Not applicable.
(d) Based upon the results set forth above for the advisory vote
on the frequency of future advisory votes on executive
compensation, the Company has determined that future advisory
votes on executive compensation will be submitted to shareholders
every three years.
* * * * * *


About GERMAN AMERICAN BANCORP, INC. (NASDAQ:GABC)

German American Bancorp, Inc. is a bank holding company. As of December 31, 2016, the Company, through its banking subsidiary German American Bancorp, operated 51 banking offices in 19 contiguous southern Indiana counties and one northern Kentucky county. Its segments are core banking, trust and investment advisory services, insurance, and other. The core banking segment involves attracting deposits from the general public and using such funds to originate consumer, commercial and agricultural, commercial and agricultural real estate, and residential mortgage loans, primarily in its local markets. The core banking segment also involves the sale of residential mortgage loans in the secondary market. The trust and investment advisory services segment involves providing trust, investment advisory, and brokerage services to customers. The insurance segment offers a range of personal and corporate property and casualty insurance products, in its banking subsidiary’s local markets.

GERMAN AMERICAN BANCORP, INC. (NASDAQ:GABC) Recent Trading Information

GERMAN AMERICAN BANCORP, INC. (NASDAQ:GABC) closed its last trading session down -0.15 at 30.71 with 71,054 shares trading hands.

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