Item 5.07 Submission of Matters to a Vote of Security Holders
Annual Meeting Voting Results
On May 2, 2024, Horizon Bancorp, Inc. (the "Company") held its Annual Meeting of Shareholders. Only holders of the Company's common stock at the close of business on March 1, 2024 (the "Record Date") were entitled to vote at the Annual Meeting. As of the Record Date, there were 44,111,174 shares of common stock entitled to vote. A total of 35,009,727 shares of common stock (79.37%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
The Company's shareholders voted on four proposals at the annual meeting. The proposals are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on March 18, 20224. The final results of the votes regarding each proposal are set forth below.
Proposal 1: Election of Directors
The Company's shareholders elected three directors to the Board of Directors to serve for three-year terms until the 2027 annual meeting of shareholders. The votes regarding this proposal were as follows:
|
For
|
Withhold
|
Broker Non-Votes
|
Lawrence E. Burnell
|
26,558,957
|
1,249,352
|
7,201,418
|
Julie S. Freigang
|
26,333,972
|
1,474,337
|
7,201,418
|
Thomas M. Prame
|
27,272,947
|
535,362
|
7,201,418
|
Proposal 2: Advisory Vote to Approve Executive Compensation
The Company's shareholders voted to approve the compensation of the Company's named executive officers, as disclosed in the proxy statement. The votes regarding this proposal were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
26,394,544
|
955,902
|
457,863
|
7,201,418
|
Proposal 3: Advisory Vote on Frequency of Advisory Vote to Approve Executive Compensation
The Company's shareholders voted in favor of the holding an advisory vote on the frequency of the advisory vote to approve executive compensation of the Company's named executive officers annually, as disclosed in the proxy statement. The votes regarding this proposal were as follows:
|
For 1 Year
|
For 2 Years
|
For 3 Years
|
Abstain
|
25,305,220
|
275,906
|
1,856,437
|
370,744
|
Proposal 4: Ratification of Independent Auditors
The Company's shareholders voted to approve the ratification of the appointment of FORVIS, LLP as the Company's independent registered public accounting firm for 2024. The votes regarding this proposal were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
34,448,181
|
361,505
|
200,040
|
7,201,418
|