8-K

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): April 26, 2022

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)

Registrant’s telephone number, including area code:  (920) 491-7500

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 per share	ASB	New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 5.875% Non-Cum Perp Pref Stock Srs E	ASB PrE	New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 5.625% Non-Cum Perp Pref Stock Srs F	ASB PrF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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Item 5.07. Submission of Matters to a Vote of Security Holders

On April 26, 2022, Associated Banc-Corp (the “Company”) conducted its 2022 Annual Meeting of Shareholders.  The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:

(1) Election of the below-named nominees to the Board of Directors of the Company:

Number ofNumber of 

ForVotesBroker Non- 

Nominee   Votes      Withheld      Votes    

R. Jay Gerken 112,889,577871,23212,625,516 

Judith P. Greffin 112,232,2221,528,58712,625,516 

Michael J. Haddad 112,318,3921,442,41712,625,516 

Andrew J. Harmening 112,515,3861,245,42312,625,516 

Robert A. Jeffe 110,580,9703,179,83912,625,516 

Eileen A. Kamerick 109,299,2924,461,51712,625,516 

Gale E. Klappa 100,051,74813,709,06112,625,516 

Cory L. Nettles 111,978,9701,781,83912,625,516 

Karen T. van Lith 110,821,9772,938,83212,625,516 

John (Jay) B. Williams 111,854,0071,906,80212,625,516 

Each of the nominees was elected by the Company’s shareholders. 

(2) Advisory approval of Associated Banc-Corp’s named executive officer compensation: 

Number of Votes Number of VotesBroker 

   FOR      Against   Withheld/Absentions  Non-Votes   

107,415,3505,742,178603,28112,625,516 

The matter was approved by the Company’s shareholders. 

(3) Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2022: 

Number of Votes Number of VotesBroker 

   FOR      Against   Withheld/Absentions  Non-Votes   

122,864,7383,006,590514,9970 

The matter was approved by the Company’s shareholders. 

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Item 8.01.  Other Events.

On April 26, 2022, the Board declared a dividend on the Company’s outstanding common stock; outstanding 5.875% Preferred Stock, Series E Depositary Shares; and outstanding 6.125% Series F Depositary Shares.

The press release issued by the Company on April 26, 2022 relating to the foregoing information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

99.1Press Release dated April 26, 2022 

104Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL document 

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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
	(Registrant)
Date:  April 26, 2022	By:  /s/ Randall J. Erickson
	Randall J. Erickson
	Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

EXHIBIT 99.1

  NEWS RELEASE Investor Contact: Ben McCarville, Vice President, Director of Investor Relations 920-491-7059   Media Contact: Jennifer Kaminski, Vice President, Public Relations Senior Manager 920-491-7576

Associated Announces Annual Meeting Results and Dividends

GREEN BAY, Wis. –– April 26, 2022 –– Associated Banc-Corp (NYSE:ASB) (“Associated”) today announced the results of the actions taken at its 2022 Annual Meeting of Shareholders.

The following directors were re-elected:

-John (Jay) B. Williams, chairman, Associated Banc-Corp, and chairman, Church Mutual 

Insurance Company

-Andrew J. Harmening, president and chief executive officer, Associated Banc-Corp 

-R. Jay Gerken, director of 17 mutual funds associated with Sanford C. Bernstein Fund, Inc. 

-Judith P. Greffin, former chief investment officer, Allstate Corporation 

-Michael J. Haddad, chair of the board of directors, Schreiber Foods, Inc. 

-Robert A. Jeffe, senior operating partner, BlackWatch 

-Eileen A. Kamerick, adjunct professor of law and consultant 

-Gale E. Klappa, executive chairman, WEC Energy Group 

-Cory L. Nettles, founder and managing director, Generation Growth Capital, Inc. 

-Karen T. van Lith, founder and CEO of APEL Worldwide, LLC 

Shareholders also (1) gave advisory approval to named executive officer compensation, and (2) ratified the selection of KPMG LLP as Associated’s independent accounting firm for 2022.

The Associated Board of Directors declared a regular quarterly cash dividend of $0.20 per common share, payable on June 15, 2022, to shareholders of record at the close of business on June 1, 2022.

The Board of Directors also declared a regular quarterly cash dividend of $0.3671875 per depositary share on Associated’s 5.875% Series E Perpetual Preferred Stock, payable on June 15, 2022, to shareholders of record at the close of business on June 1, 2022.

The Board of Directors also declared a regular quarterly cash dividend of $0.3515625 per depositary share on Associated’s 5.625% Series F Perpetual Preferred Stock, payable on June 15, 2022, to shareholders of record at the close of business on June 1, 2022.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of $35 billion and is Wisconsin's largest bank holding company. Headquartered in Green Bay, Wisconsin, Associated is a leading Midwest banking franchise, offering a full range of financial products and services from more than 200 banking locations serving more than 100 communities throughout Wisconsin, Illinois and Minnesota. The company also operates loan production offices in Indiana, Michigan, Missouri, New York, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

FORWARD LOOKING STATEMENTS

Statements made in this document which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance. Such forward-looking statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” "target," “outlook,” “project,” "guidance," or similar expressions. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. Actual results may differ materially from those contained in the forward-looking statements. Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the Company’s most recent Form 10-K and subsequent SEC filings. Such factors are incorporated herein by reference. 

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Document and Entity Information	Apr. 26, 2022 $ / shares
Registrant CIK	0000007789
Registrant Name	Associated Banc-Corp
SEC Form	8-K
Period End date	Apr. 26, 2022
Tax Identification Number (TIN)	39-1098068
Emerging Growth Company	false
Entity Incorporation, State or Country Code	WI
Entity File Number	001-31343
Entity Address, Address Line One	433 Main Street
Entity Address, City or Town	Green Bay
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	54301
City Area Code	920
Local Phone Number	491-7500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false
Common Class A
Trading Symbol	ASB
Trading Exchange	NYSE
Title of 12(b) Security	Common Stock, Par Value $0.01 per share
Entity Listing, Par Value Per Share	$ 0.01
Series E Preferred Stock
Trading Symbol	ASB PrE
Trading Exchange	NYSE
Title of 12(b) Security	Depositary Shrs, each representing 1/40th intrst in a shr of 5.875% Non-Cum Perp Pref Stock Srs E
Series F Preferred Stock
Trading Symbol	ASB PrF
Trading Exchange	NYSE
Title of 12(b) Security	Depositary Shrs, each representing 1/40th intrst in a shr of 5.625% Non-Cum Perp Pref Stock Srs F