hb_8k0506.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 6, 2010
 
 
Horizon Bancorp
(Exact Name of Registrant as Specified in Its Charter)
     
     
Indiana
000-10792
35-1562417
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
   
   
515 Franklin Square, Michigan City, Indiana
46360
(Address of Principal Executive Offices)
(Zip Code)
 
 
(219) 879-0211
(Registrant’s Telephone Number, Including Area Code)
 
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

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

At the Annual Meeting of Shareholders of Horizon Bancorp (“Horizon”) held on May 6, 2010, shareholders approved amendments to Horizon’s 2003 Omnibus Equity Incentive Plan (the “Plan”). The amendments make an additional 175,000 shares of Horizon’s common stock available for awards under the Plan and make other changes to update the Plan to reflect recent changes in compensation practices. This description of the Plan is qualified in its entirety by the specific language of the Plan, a copy of which is attached as Appendix A to Horizon’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 19, 2010, which is incorporated herein by reference.
 
 
Item 5.07.
Submission of Matters to a Vote of Security Holders
 
On May 6, 2010, Horizon held its Annual Meeting of Shareholders, and the matters voted upon at the Annual Meeting and the results of the voting were as follows:
 
 
 
Proposal 1: Election of Directors
 
Horizon’s shareholders elected the four persons nominated to serve as directors, as set forth below:
 
Director
  
Expiration of Term
  
Votes For
  
Authority Withheld
  
Broker Non-Votes
                 
Susan D. Aaron
  
2013
   1,726,663   41,789   472,350
Charley E. Gillispie
  
2013
   1,718,873   49,579   472,350
Larry N. Middleton, Jr.
  
2013
   1,708,032   60,420   472,350
Robert E. Swinehart
  
2013
   1,716,530   51,922   472,350

 
 
Proposal 2: Advisory Vote on Executive Compensation
 
Horizon’s shareholders approved a non-binding, advisory proposal on executive compensation proposed by Horizon:
 
   
For
  
Against
  
Abstain
             
Advisory Vote on Executive Compensation
   2,135,221   80,310   25,271
 
 
 
 
 

 
Proposal 3: Approval of Amendments to 2003 Omnibus Equity Incentive Plan
 
Horizon’s shareholders approved amendments to Horizon’s 2003 Omnibus Equity Incentive Plan:
 
   
For
  
Against
  
Abstain
  
Broker Non-Votes
                 
Approval of Amendments to 2003 Omnibus Equity Incentive Plan
   1,689,147   46,268   33,037   472,350

 
 
Proposal 4: Ratification of the Appointment of BKD, LLP as Auditors for 2010
 
Horizon’s shareholders ratified the appointment of BKD, LLP as independent auditors for 2010:
 
   
For
  
Against
  
Abstain
             
Ratification of the appointment of BKD, LLP as auditors for 2010
   2,205,639   27,513   7,650
 
 
 
Proposal 5: Shareholder Proposal to Request Board of Directors to Declassify the Board
 
Horizon’s shareholders rejected a shareholder proposal to request the Board of Directors to declassify the Board of Directors.
 
   
For
  
Against
  
Abstain
  
Broker Non-Votes
                 
Shareholder Proposal to Request Board of Directors to Declassify the Board
   631,333   1,108,409   28,710   472,350


 
 
 


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
 
 
Date: May 10, 2010
Horizon Bancorp
     
 
By:
 /s/ Craig M. Dwight
   
Craig M. Dwight
   
President and Chief Executive Officer