1ST SOURCE CORP 8-K

What Happened

• 1st Source Corporation (SRCE) filed an 8-K on April 24, 2026 reporting results from its Annual Meeting held April 23, 2026. Shareholders approved amendments to three equity compensation plans (1982 Executive Incentive Plan, Strategic Deployment Incentive Plan, and 1982 Restricted Stock Award Plan).
• At the meeting shareholders also elected four directors (terms expiring April 2029), approved a non‑binding advisory vote on executive compensation, and ratified Forvis Mazars LLP as the company’s independent registered public accounting firm for fiscal 2026.

Key Details

• Plan amendments:
  • 1982 Executive Incentive Plan (EIP): Board reserved 1,250,000 shares for future awards; removed prior annual percentage cap and added anti‑dilution adjustments for stock splits/dividends. (Amendments approved by shareholders: For 19,334,730; Against 792,753; Abstain 47,359; Broker non‑vote 3,170,891.)
  • Strategic Deployment Incentive Plan (SDIP): Board reserved 100,000 shares; removed prior $3M annual issuance cap and references to Section 162(m); added anti‑dilution adjustments. (For 19,579,020; Against 557,467; Abstain 38,355; Broker non‑vote 3,170,891.)
  • Restricted Stock Plan: increased available shares to 500,000. (For 19,555,155; Against 579,781; Abstain 39,906; Broker non‑vote 3,170,891.)
• Director elections (terms to expire April 2029): Christopher J. Murphy III; Timothy K. Ozark; Todd F. Schurz; Andrea G. Short (vote totals reported per nominee).
• Advisory vote on executive compensation passed (non‑binding): For 19,414,402; Against 714,073; Abstain 46,367; Broker non‑vote 3,170,891.
• Auditor ratification: Forvis Mazars LLP ratified as independent auditor for 2026 (For 23,286,804; Against 37,170; Abstain 21,759).

Why It Matters

• These shareholder-approved changes increase the pool of shares available for stock-based compensation and move from variable annual caps to fixed share reserves, which may affect future dilution and the company’s flexibility to grant long‑term incentives.
• The amendments formalize anti‑dilution adjustments and remove outdated tax-code references (162(m)) for the SDIP, aligning plan language with current practice.
• Director election results and the advisory compensation vote signal shareholder support for the board’s governance and pay practices; auditor ratification confirms continuity of the company’s external audit relationship. Investors should monitor future disclosures about share grants or dilution tied to these plans.