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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)May 19, 2021

Heartland Financial USA, Inc.
(Exact name of Registrant as specified in its charter)
Commission File Number: 001-15393
Delaware42-1405748
(State or other jurisdiction of incorporation)    (I.R.S. Employer Identification Number)
1398 Central Avenue
Dubuque,Iowa52001
(Address of principal executive offices)


(563) 589-2100
(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 (see General Instruction A.2 below):

    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 Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1.00 per shareHTLFNasdaq Stock Market
Depositary Shares (each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E)HTLFPNasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐



Item 5.07 Submission of Matters to a Vote of Security Holders
Heartland Financial USA, Inc. (the "Company") held its Annual Meeting of Stockholders on May 19, 2021. At the meeting, stockholders approved the following voting matters:
(1)Elect five individuals to serve as Class I directors for a three-year term expiring in 2024
(3)Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.
(4)
Take a non-binding, advisory vote on executive compensation.
(5)
Transact such other business as may properly be presented at the Annual Meeting.

There were 42,173,675 issued and outstanding shares of common stock entitled to vote at the annual meeting. At the annual meeting, 34,441,292 total shares of stock were present in person or by proxy, representing approximately 81% of the total voting power of the issued and outstanding shares of common stock entitled to vote. The voting results on the above described matters were as follows:
 1. Elect five individuals to serve as Class I directors for a three-year term expiring in 2024.
NOMINEEVOTES FORVOTES WITHHELDBROKER NON-VOTES
Lynn B. Fuller25,692,4811,900,2886,848,523
Christopher S. Hylen27,116,525476,2446,848,523
Susan G. Murphy26,582,4171,010,3526,848,523
Martin J. Schmitz25,697,9941,894,7756,848,523
Kathryn Graves Unger27,517,94174,8286,848,523

3. Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021:
VOTES FORVOTES AGAINSTABSTAIN
33,543,202893,1444.946
4. Take a non-binding, advisory vote on executive compensation:
VOTES FORVOTES AGAINSTABSTAINBROKER NON-VOTES
27,029,244379,196184,3296,848,523




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.

Date: May 20, 2021
HEARTLAND FINANCIAL USA, INC.
/s/ Bryan R. McKeag
By: Bryan R. McKeag
Executive Vice President & CFO