Shareholder Vote · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) April 25, 2023    Associated Banc-Corp (Exact name of registrant as specified in its charter)   Wisconsin 001-31343 39-1098068 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)   433 Main Street , Green Bay , Wisconsin 54301 (Address of principal executive offices) (Zip code)   Registrant ’ s telephone number, including area code ( 920 )- 491-7500     (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 (see General Instruction A.2. below):   ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share ASB The New York Stock Exchange Depositary Shrs, each representing 1/40th intrst in a shr of 5.875% Non-Cum. Perp Pref Stock, Srs E ASB PrE The New York Stock Exchange Depositary Shrs, each representing 1/40th intrst in a shr of 5.625% Non-Cum. Perp Pref Stock, Srs F ASB PrF The New York Stock Exchange 6.625% Fixed-Rate Reset Subordinated Notes due 2033 ASBA The New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company   ¨   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨           Item 5.07. Submission of Matters to a Vote of Security Holders.   On April 25, 2023, Associated Banc-Corp (the “Company”) conducted its 2023 Annual Meeting of Shareholders.  The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:   (1)     Election of the below-named nominees to the Board of Directors of the Company:   Nominee   Number of Votes FOR     Number of Votes Withheld     Broker Non- Votes   R. Jay Gerken   116,872,814     888,087     13,500,693   Judith P. Greffin   117,045,989     714,912     13,500,693   Michael J. Haddad   116,840,247     920,654     13,500,693   Andrew J. Harmening   115,950,430     1,810,471     13,500,693   Robert A. Jeffe   115,139,866     2,621,035     13,500,693   Eileen A. Kamerick   110,677,341     7,083,560     13,500,693   Gale E. Klappa   107,367,999     10,392,902     13,500,693   Cory L. Nettles   116,600,493     1,160,408     13,500,693   Karen T. van Lith   114,951,888     2,809,013     13,500,693   John (Jay) B. Williams   115,160,462     2,600,439     13,500,693     Each of the nominees was elected by the Company’s shareholders.                 (2)    Advisory approval of Associated Banc-Corp’s named executive officer compensation:     Number of Votes FOR     Number of Votes Against       Withheld/Abstentions       Broker Non-Votes 113,795,098   3,258,700   707,103   13,500,693   The matter was approved by the Company’s shareholders.   (3)    Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023:     Number of Votes FOR     Number of Votes Against       Withheld/Abstentions       Broker Non-Votes 128,485,351   2,300,872   475,371   13,500,693   This matter was approved by the Company’s shareholders.   Item 8.01.  Other Events.   On April 25, 2023, the Board declared a dividend on the Company’s outstanding common stock; outstanding 5.875% Preferred Stock, Series E Depositary Shares; and outstanding 6.125% Series F Depositary Shares.   The press release issued by the Company on April 25, 2023 relating to the foregoing information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.   Item 9.01.  Financial Statements and Exhibits.   (d)  Exhibits   99.1 Press Release dated April 25, 2023     104 Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL document   2     SIGNATURES   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.     Associated Banc-Corp   (Registrant)         Date:  April 27, 2023 By: /s/ Randall J. Erickson   Randall J. Erickson   Executive Vice President, General Counsel and Corporate Secretary   3