UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the Registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Form 8-K/A is filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K dated April 30, 2020 filed by Old National Bancorp under Items 5.02, 5.03, 5.07, and 9.01 (the “Initial Report”).
The purpose of this Amendment No. 1 to the Initial Report is to file the correct Exhibit Numbers referenced in Item 5.03. The Initial Report incorrectly listed Exhibit Numbers 3.1 and 3.2 as Exhibits 33.1 and 33.2, respectively.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
Shareholders approved the Company’s proposal for the Approval of the Amendment to Article VIII of the Articles of Incorporation to Allow Shareholders to Amend the By-Laws of the Company, at the Annual Meeting of Shareholders today. The Company filed the Fifth Amended and Restated Articles of Incorporation with the Secretary of State of Indiana, which is effective April 30, 2020. The description of the amendment to the Articles of Incorporation is included in the Proxy Statement and the Fifth Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference.
At a meeting of the Board on April 30, 2020, the Board approved and adopted, effective as of April 30, 2020, certain amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”). The amendments are as follows:
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Amending Article I, Section 3. Seal – Amended to allow for the Corporate Seal to be affixed to documents either physically or electronically. |
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Amending Article IV, Section 1. Place of Meeting – Meeting of Shareholders may be held in person or solely by means of remote communication. |
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Amending Article IV, Section 4. Notice of Meetings – Amended to reflect changes made allowing meetings solely by remote communication. |
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Amending Article IV, Section 7. Voting List – Amended to reflect changes made allowing meetings solely by remote communication. |
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Amending Article V, Section 1. Election, Term, and Number – Amended to reduce the number of Members of the Board to thirteen (13) from fifteen (15). |
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Amending Article V, Section 5. Remote Meetings Permitted – Replaces previous Section 12, Participation in Meetings by Telephone. New section allows meetings of the Board solely by remote communication. |
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Deleting Article V, Section 12. Participation in Meetings by Telephone – replaced by new Section 5 allowing meetings solely by remote communication. |
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Amending Article VIII – Amended to allow for either the Shareholders or the Board to amend the Bylaws. |
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Article V section numbering updated to account for addition of new section 5 and deletion of section 12. |
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Term Stockholder replaced with the word Shareholder. |
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Effective Date moved to the beginning. |
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The foregoing description of the amendments to the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, attached hereto as Exhibit 3.2 and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits |
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Exhibit No. |
Description |
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3.1 |
Fifth Amended and Restated Articles of Incorporation of Old National Bancorp. |
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3.2 |
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104 |
Cover Page Interactive Date File (embedded within the Inline XBRL document). |
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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.
Date: May 18, 2020
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OLD NATIONAL BANCORP |
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By: |
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/s/ Jeffrey L. Knight |
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Jeffrey L. Knight |
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EVP, Chief Legal Counsel and Corporate Secretary |
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