- Current report filing (8-K)
July 24 2012 - 3:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 24, 2012
Indiana Community Bancorp
(Exact name of registrant as specified in its charter)
Indiana
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000-18847
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35-1807839
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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501 Washington Street, Columbus, Indiana
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47201
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(812) 522-1592
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 24, 2012, Indiana Community Bancorp (the "Corporation") held the Annual Meeting of Shareholders pursuant to due notice. Holders of a total of 3,157,121 shares were present in person or by proxy at the meeting. One director was elected to the following term, by the following votes:
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Director
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Expiration of
Term
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Votes For
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Withhold Vote
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Broker Non-
Votes
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John M. Miller
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The earlier of the Corporation's 2015 annual shareholder meeting or the consummation of the Merger with Old National Bancorp
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2,371,172
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111,299
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674,649
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At the Annual Meeting, the Agreement and Plan of Merger between the Corporation and Old National Bancorp dated January 24, 2012, and the Plan of Merger and merger contemplated thereby (the "Merger") received the following votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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2,476,342
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5,555
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575
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674,649
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As a result, the Agreement and Plan of Merger and the related Plan of Merger and Merger received a favorable vote of at least a majority of the Corporation's outstanding shares and was approved by the Corporation's shareholders.
The propositions described below, each having received a vote, in person or by proxy, of more favorable votes than votes cast against the proposition, were declared to be duly adopted by the shareholders of the Corporation.
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For
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Against
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Abstain
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Broker
Non-Votes
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Approval of compensation payable to the named executive officers of the Corporation in connection with the Merger
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2,224,530
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186,081
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71,860
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674,649
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Approval and ratification of the appointment of BKD, LLP as auditors for Indiana Community Bancorp for the year ended December 31, 2012
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3,025,228
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7,237
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124,655
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0
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Approval of compensation paid to executive officers of Indiana Community Bancorp disclosed in the Proxy Statement
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2,339,465
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67,379
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72,627
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677,649
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Item 8.01. Other Events.
On July 24, 2012, the Corporation issued a press release announcing that, at the annual shareholders' meeting held on that date, its shareholders approved the Merger of the Corporation with and into Old National Bancorp. The press release also noted that the Merger is expected to close in the third quarter of 2012. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release dated July 24, 2012
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SIGNATURE
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.
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Indiana Community Bancorp
(Registrant)
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July 24, 2012
(Date)
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/s/ MARK T. GORSKI
Mark T. Gorski
Executive Vice President and Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release dated July 24, 2012
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