ASSOCIATED BANC-CORP 8-K

What Happened
Associated Banc-Corp (ASB) filed an 8-K reporting results of its 2026 Annual Meeting of Shareholders held April 28, 2026, and Board actions taken the same day. Shareholders elected the Company’s director nominees (including newly elected Wende Kotouc), gave advisory approval to executive compensation (say-on-pay), and ratified KPMG LLP as the independent auditor for 2026. Separately, the Board declared a dividend on the Company’s common stock and on outstanding 5.875% Preferred Stock, Series E depositary shares and 5.625% Series F depositary shares, authorized up to $100 million of additional common stock repurchases (in addition to remaining previous program authority), and established a Technology Committee of the Board. A press release describing these items was filed as Exhibit 99.1.

Key Details

• Directors elected (each nominee was elected):
  • Judith P. Greffin — 130,155,184 FOR; 1,210,292 WITHHELD; 13,108,162 broker non-votes
  • Michael J. Haddad — 130,226,687 FOR; 1,138,789 WITHHELD; 13,108,162 broker non-votes
  • Andrew J. Harmening — 129,829,956 FOR; 1,535,520 WITHHELD; 13,108,162 broker non-votes
  • Rodney Jones-Tyson — 129,421,918 FOR; 1,943,558 WITHHELD; 13,108,162 broker non-votes
  • Eileen A. Kamerick — 122,553,395 FOR; 8,812,081 WITHHELD; 13,108,162 broker non-votes
  • Kristen M. Ludgate — 129,121,986 FOR; 2,243,490 WITHHELD; 13,108,162 broker non-votes
  • Cory L. Nettles — 128,562,118 FOR; 2,803,358 WITHHELD; 13,108,162 broker non-votes
  • Owen J. Sullivan — 129,432,519 FOR; 1,932,957 WITHHELD; 13,108,162 broker non-votes
  • Karen T. van Lith — 128,554,846 FOR; 2,810,630 WITHHELD; 13,108,162 broker non-votes
  • John (Jay) B. Williams — 128,646,303 FOR; 2,719,173 WITHHELD; 13,108,162 broker non-votes
  • Wende Kotouc (elected separately) — 126,244,581 FOR; 2,561,853 WITHHELD; 15,106,181 broker non-votes
• Advisory approval of named executive officer compensation (say-on-pay): 126,765,634 FOR; 3,823,674 AGAINST; 776,168 WITHHELD; 13,108,162 broker non-votes — matter approved by shareholders.
• Ratification of KPMG LLP as independent auditor for 2026: 140,967,796 FOR; 3,108,092 AGAINST; 397,750 WITHHELD — matter approved by shareholders.
• Board capital allocation actions: declared a dividend on common stock and on outstanding 5.875% Series E and 5.625% Series F depositary shares (filing does not state amounts/dates); authorized up to $100 million of additional common stock repurchases (in addition to prior program authority); and established a Board Technology Committee. See Exhibit 99.1 press release for more detail.

Why It Matters
These items confirm shareholder support for the current board slate and executive compensation program and maintain auditor continuity for 2026. The dividend declaration signals a Board decision to distribute capital (details provided in the Company’s press release), while the additional $100 million repurchase authorization increases the Company’s capacity to buy back shares under its capital-return strategy. The new Technology Committee creates dedicated Board-level oversight of technology matters. Investors tracking governance, capital return, and oversight changes should review the attached press release (Exhibit 99.1) for any payment dates, dividend amounts, or implementation plans.