ITEM 5.07 Submission of Matters to a Vote of Security Holders.
The following actions were taken by the shareholders of
1. Election of Directors
The directors named below were elected to the Board of Directors, as follows:
Terms Expiring in April, 2026:
Nominee Votes For Votes Against Votes Abstain Broker Non-Vote Andrea G. Short 21,302,022 626,833 32,984 1,415,497 Christopher J. Murphy III 16,708,165 5,211,908 41,766 1,415,497 Timothy K. Ozark 15,604,266 6,317,221 40,352 1,415,497 Todd F. Schurz 16,088,671 5,836,962 36,206 1,415,497
In addition, the following directors continued in office after the 2023 annual meeting:
Terms Expiring in April, 2024: Terms Expiring in April, 2025:Melody Birmingham John F. Affleck-Graves Tracy D. Graham Daniel B. Fitzpatrick Mark D. Schwabero Christopher J. Murphy IVRonda Shrewsbury Isaac P. Torres
2. Advisory Approval of Executive Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), which was enacted onJuly 21, 2010 , contains a requirement that publicly traded firms, like the Company, permit a separate, non-binding advisory shareholder vote to approve the compensation of the Company's executive officer. Votes For Votes Against Votes Abstain Broker Non-Vote 19,605,660 2,311,040 45,139 1,415,497
3. Advisory Approval of Frequency of Future Advisory Votes on Executive Compensation
Section 951 of the Dodd-Frank Act requires the Company to seek a non-binding advisory shareholder vote to permit shareholders to express their views on how often shareholders will vote on the Company's executive compensation as disclosed in the applicable Compensation Discussion and Analysis, executive compensation tables and related narrative disclosure. Under the Dodd-Frank Act, this vote can take place every one, two, or three years.
Every Three Years Every Two Years Every One Year Votes Abstain Broker Non-Vote
12,660,086 190,725 9,063,252 47,776 1,415,497
4. Ratification of the appointment of
The Audit Committee has appointed
Votes For Votes Against Votes Abstain Broker Non-Vote 23,093,723 124,436 159,177 - --------------------------------------------------------------------------------
ITEM 8.01 Other Events.
OnApril 21, 2023 ,1st Source Corporation issued a news release announcing the election of a new member and the re-election of three exisitng directors to the1st Source Corporation board of directors. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits.
The following exhibit shall not be deemed as "filed" for purposes of the Securities and Exchange Act of 1934, as amended.
(d) Exhibit:
99.1 1st Source Corporation News Release
101 Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business reporting Language).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
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