8-K 2015 Organizational Meeting


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):
June 29, 2015
  
GERMAN AMERICAN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
  
Indiana
(State or Other Jurisdiction of Incorporation)
  
001-15877
35-1547518
(Commission File Number)

(IRS Employer Identification No.)
711 Main Street
Box 810
Jasper, Indiana


47546
(Address of Principal Executive Offices)
(Zip Code)
(812) 482-1314
(Registrant’s Telephone Number, Including Area Code)
  
Not Applicable
(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:
  
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
[ ] 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; Compensatory Arrangements of Certain Officers.

(e) Director Compensation Arrangements in Which an Executive Officer Participates

German American Bancorp, Inc. (the "Company"), compensates its board of directors (the “Board”) for their service to the Company and the Company's subsidiaries based on a twelve-month period commencing July 1 and ending on June 30 of the following year. The Board’s Governance/Nominating Committee made a recommendation with respect to director compensation for the new twelve-month service period to the Board and the Board approved such recommendation at its annual organizational meeting on June 29, 2015.

For services of directors during the current annual period that commences as of July 1, 2015, the Company is compensating its directors, including the Company’s Chief Executive Officer (“CEO”), through an annual retainer payable in cash of $25,000 per director plus supplemental cash retainer fees for service by certain Committee Chairmen and by the lead independent director in the amounts described below. The cash retainers and supplemental cash retainers will be paid in a lump sum during July 2015 and will be earned immediately upon receipt by a director, regardless of the number of meetings actually held or attended during the current annual period, and regardless of committee membership or attendance.

In addition, the Company will pay an additional attendance fee of $600 to each director (including the CEO) for each meeting of the Board that he or she attends during the current annual period.

In addition, members of the Board (not including the CEO) will receive a meeting fee for each meeting of a committee of the Board that they attend during the current annual period of $600.

Additional cash annual retainers (earned regardless of numbers of meetings held or attended) will be paid in July 2015 in a lump sum for (a) Director U Butch Klem’s services during the current annual period as the Board’s lead independent director, including his chairmanship of the Board’s Governance & Nominating Committee ($7,500) and (b) the services of Directors Root, Seger and Fine, as the Chairmen of the Board’s Audit Committee, Compensation/Human Resources Committee and Credit Risk Management Committee, respectively ($5,000 to Director Root and $3,500 each to Directors Seger and Fine).

In addition, those members of the Board (other than the CEO) who serve on the board of directors (including any regional advisory board) of at least one of the subsidiaries receives additional compensation for his or her service to such subsidiaries in the form of director/advisory fees for meetings actually attended of (i) $600 per meeting of the board of directors of German American Bancorp (our bank subsidiary), (ii) $600 for any meeting of a committee of the board of directors of our bank subsidiary or for any meeting of any regional advisory board of the bank subsidiary, and (iii) $600 (combined for attendance at both meetings) per meeting of the boards of directors of German American Investment Services, Inc. and German American Insurance, Inc. (which are held quarterly and sequentially).

Members of the Board who attend sessions of the Board of German American Bancorp, Inc., or of the Board’s committees that are held concurrently with sessions of the board of directors of the bank subsidiary (German American Bancorp) or of committees of that subsidiary’s board of directors receive a single meeting fee of $600 for the combination of the two concurrent meetings.

In addition, the Board determined on June 29, 2015, that the Board should consider, at its regular meeting to be held in December 2015, the award of additional retainers in the form of grants (under the Company’s




2009 Long Term Equity Incentive Plan) of restricted common stock of the Company to the directors (including the CEO) with a market value of not more than $12,500 per director. The Board resolved that its decision to be made in December 2015 of whether to grant additional retainer in the form of restricted stock (and if so, how much) should be determined at that time based on the Board’s perception of prevailing financial conditions (including the Company's then-expected operating results for 2015) and such other factors as the Board may then deem relevant. Each grant of restricted stock, if and when granted and issued, would not be transferable prior to December 5, 2016, and would (subject to exception(s) or earlier vesting date(s) for certain director(s) that may be specified) be forfeited were a director not to continue in service as a director to the Company through December 5, 2016, for any reason other than death or disability, or (for any reason other than disability) were to fail to attend in person a certain percentage of meetings of the boards and committees on which he or she was a member during the period commencing on January 1, 2016 to December 5, 2016, or were to fail to attend (other than by reason of disability or illness or bona fide emergency) the Company's annual meeting of shareholders held in 2016.





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 hereunto duly authorized.

 
GERMAN AMERICAN BANCORP, INC.

 
By: /s/ Mark A. Schroeder
Mark A. Schroeder, Chairman of the Board and Chief Executive Officer
 
 

Dated: July 1, 2015