UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 22, 2013
ASSOCIATED BANC-CORP
(Exact name of registrant as specified in its charter)
Wisconsin | 001-31343 | 39-1098068 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
433 Main Street Green Bay, Wisconsin 54301 |
(Address of principal executive offices, including zip code) |
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Registrant’s telephone number, including area code: (920) 491-7000
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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 22, 2013, the Board of Directors of Associated Banc-Corp (the “Company”) adopted amendments to the Company’s Amended and Restated Bylaws to reflect the Company’s existing policy of separating the roles of Chairman and Chief Executive Officer, as well as to update references to the Company’s business address. The full text of the amended provisions is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
3.1
Amendments to the Amended and Restated Bylaws of Associated Banc-Corp.
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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.
| ASSOCIATED BANC-CORP |
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Dated: October 22, 2013 | By: /s/ Randall J. Erickson |
| Randall J. Erickson Executive Vice President, General Counsel |
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EXHIBIT INDEX
Exhibit
Number
3.1
Amendments to the Amended and Restated Bylaws of Associated Banc-Corp.
4
Exhibit 3.1
Amendments to Amended and Restated Bylaws
of Associated Banc-Corp
ARTICLE I, Section 1 – Principal and Business Offices is amended as follows:
Section 1 - Principal and Business Offices
The principal office of Associated Banc-Corp (the “Corporation”) in the State of Wisconsin shall be located in the City of AshwaubenonGreen Bay, County of Brown. The Corporation may have such other offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the Corporation may require from time to time.
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ARTICLE III, Section 10 – Chairman of the Board is amended as follows:
Section 10 - Chairman of the Board
The Board of Directors may appoint one (1) of its members to be Chairman of the Board (“Chairman”) to serve at the pleasure of the Board. The Chairman shall, when present, preside at all meetings of the shareholders and of the Board of Directors. TheIt is the policy of the Board of Directors that the roles of Chairman may also be appointed asand Chief Executive Officer will be separate. If no Chief Executive Officer is appointed or in the absence of the Chief Executive Officer or in the event of the Chief Executive Officer’s death, inability, or refusal to act, the Chairman shall perform the duties of the Chief Executive Officer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The Chairman shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him/her by the Board of Directors.
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ARTICLE XV, Section 3 - Alternate Locations is amended as follows:
Section 3 - Alternate Locations
The offices of the Corporation at which its business shall be conducted shall be the main office thereof located at 1200 Hansen Road, Ashwaubenon433 Main Street, Green Bay, Wisconsin, and any other legally authorized location that may be leased or acquired by this Corporation to carry on its business. During an emergency resulting in any authorized place of business of this Corporation being unable to function, the business ordinarily conducted at such location shall be relocated elsewhere in suitable quarters, in addition to or in lieu of the locations heretofore mentioned, as may be designated by the Board of Directors or by the Executive Committee or by such persons as are then, in accordance with resolutions adopted from time to time by the Board of Directors dealing with the exercise of authority in the time of such emergency, conducting the affairs of this Corporation. Any temporarily relocated place of business of this Corporation shall be returned to its legally authorized location as soon as practicable, and such temporary place of business shall then be discontinued.