Horizon Bancorp

05/03/2024 | Press release | Distributed by Public on 05/03/2024 07:02

Submission of Matters to a Vote of Security Holders - Form 8-K

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
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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
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