I
United States
Securities And Exchange Commission
Washington, D.C. 20549
FORM
Current Report
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Item 5.07. Submission of Matters to a Vote of Security Holders
On May 17, 2022, Old Second Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Of the 44,461,045 shares of common stock eligible to vote at the Annual Meeting, 35,910,634 shares were represented in person or by proxy, representing approximately 80.77% of the outstanding shares. At the Annual Meeting, the stockholders elected Messrs. Keith Acker, Edward Bonifas, Gary Collins, William Skoglund, Duane Suits and Ms. Jill York as Class III directors to serve a term expiring in 2025, and voted on the two additional proposals listed below. Further detail on each of the matters voted on by the stockholders is available in the Company’s Definitive Proxy Statement.
The final results of voting on each of the matters submitted to a vote of common stockholders during the Annual Meeting are as follows:
| 1) | Election of six Class III directors to serve a three-year term expiring in 2025 and until their respective successors are duly elected and qualified: |
Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 2) | A non-binding, advisory vote, to approve the compensation of our named executive officers (the “say-on-pay” vote): |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
28,650,727 | 871,844 | 1,103,687 | 13,834,787 |
| 3) | A proposal to ratify Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the year ended December 31, 2022: |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
35,588,426 | 148,706 | 173,502 | 8,550,441 |
Item 8.01. Other Events
On May 17, 2022, the Chairman of our board of directors, William B. Skoglund, resigned as Chairman to allow for a transition period before he resigns as a director in July 2023, pursuant to our board resignation policy that requires mandatory retirement upon attaining age 73.
The board does not have a policy requiring the separation of the roles of Chief Executive Officer and Chairman of the board, because the board believes it is in the Company’s best interests for the board to make leadership determinations based on the membership of the board and other factors at any given time. In light of Mr. Skoglund’s resignation as Chairman, upon the recommendation of our nominating and corporate governance committee, the board determined to appoint our Chief Executive Officer, James Eccher, as Chairman of the board, determining that this dual structure was in the best interest of the Company and its stockholders, as it creates efficiencies and makes the best use of Mr. Eccher’s extensive experience in banking, particularly in our market areas. Barry Finn will continue to serve as our lead independent director.
Signature
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.
OLD SECOND BANCORP, INC. | ||
Dated: May 18, 2022 | By: | /s/ Bradley S. Adams |
Bradley S. Adams | ||
Executive Vice President and | ||
Chief Financial Officer | ||