OLD NATIONAL BANCORP /IN/ 8-K

What Happened

• Old National Bancorp (ONB) filed an 8-K reporting the results of its May 13, 2026 Annual Meeting of Shareholders. A total of 357,216,538 shares (≈92.5% of outstanding common stock as of the March 20, 2026 record date) were present in person or by proxy.
• All 12 director nominees were elected to one-year terms expiring at the 2027 annual meeting: Barbara A. Boigegrain; Thomas L. Brown; Kathryn J. Hayley; Peter J. Henseler; Daniel S. Hermann; Ryan C. Kitchell; Daniel C. Reardon; James C. Ryan, III; Thomas E. Salmon; Michael J. Small; Derrick J. Stewart; and Katherine E. White.
• Shareholders ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026 and approved a non-binding advisory vote on named executive officer compensation and the Company’s 2026 Equity Compensation Plan.

Key Details

• Meeting turnout: 357,216,538 shares voted, ~92.5% of outstanding shares (record date March 20, 2026).
• Director election: all nominees elected; “For” votes ranged from 325,803,851 (lowest) to 333,719,522 (highest); broker non-votes for director elections: 22,848,063.
• Say-on-pay (advisory): For 319,063,115; Against 9,990,057; Abstentions 5,315,303; Broker non-votes 22,848,063.
• Auditor ratification: For 356,245,176; Against 772,981; Abstentions 198,381.
• 2026 Equity Compensation Plan: Approved — For 319,941,218; Against 9,953,067; Abstentions 4,474,190; Broker non-votes 22,848,063.

Why It Matters

• Governance continuity: Re-election of the full director slate keeps the current board in place through the 2027 annual meeting, which matters for oversight and strategic consistency.
• Audit and compliance: Ratifying Deloitte & Touche LLP confirms the firm that will audit ONB’s financial statements for fiscal 2026, affecting reporting continuity and audit oversight.
• Shareholder sentiment on pay and incentives: The advisory say-on-pay passed by a large margin, indicating shareholder support for executive compensation as disclosed. Approval of the 2026 Equity Compensation Plan authorizes the company to grant equity awards going forward, which can be a tool for retaining and incentivizing executives and employees (and may have dilutive effects over time).