$HBNC·8-K

HORIZON BANCORP INC /IN/ · May 8, 4:05 PM ET

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HORIZON BANCORP INC /IN/ 8-K

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Horizon Bancorp, Inc. Reports Annual Meeting Vote Results

What Happened

  • Horizon Bancorp, Inc. filed an 8-K on May 8, 2026 reporting the results of its Annual Meeting of Shareholders. The record date was March 20, 2026 (51,225,946 shares entitled to vote) and 44,629,953 shares (87.12%) were represented, constituting a quorum.
  • Shareholders voted on three proposals: the election of directors (vote totals reported for four nominees), an advisory vote to approve executive compensation (say-on-pay), and ratification of the independent auditors (FORVIS MAZARS, LLP). The proxy statement describing these proposals was filed March 20, 2026.

Key Details

  • Shares outstanding (Record Date): 51,225,946; Shares represented at meeting: 44,629,953 (87.12%).
  • Director votes (For / Withhold / Broker Non-Votes): Larry S. Magnesen 36,248,418 / 2,264,919 / 6,116,616; Michele M. Magnuson 37,266,155 / 1,247,182 / 6,116,616; Steven W. Reed 37,332,355 / 1,180,981 / 6,116,616; Vanessa P. Williams 36,519,319 / 1,994,018 / 6,116,616. The filing states three directors were elected to three-year terms ending with the 2029 annual meeting.
  • Advisory vote on executive compensation (say-on-pay): For 36,913,113; Against 1,146,911; Abstain 453,311; Broker non-votes 6,116,616.
  • Ratification of independent auditors: FORVIS MAZARS, LLP ratified with votes For 43,200,113; Against 1,225,335; Abstain 204,504.

Why It Matters

  • The report confirms shareholder approval of key governance items: (1) board elections reported and three directors noted as elected to three-year terms, (2) strong shareholder support for executive compensation, and (3) reappointment of the independent auditor, which maintains continuity in financial oversight.
  • High meeting participation (87.12% of shares) indicates active shareholder engagement on governance matters. There were no disclosures in this filing of executive departures, financial results, or mergers—just the formal vote outcomes.

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