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 30, 2024    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 30, 2024, Associated Banc-Corp (the “Company”) conducted its 2024 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     119,824,991       754,595       12,604,797   Judith P. Greffin     119,885,289       694,297       12,604,797   Michael J. Haddad     119,948,252       631,334       12,604,797   Andrew J. Harmening     119,221,476       1,358,110       12,604,797   Robert A. Jeffe     118,318,629       2,260,957       12,604,797   Rodney Jones-Tyson     119,792,924       786,662       12,604,797   Eileen A. Kamerick     115,080,850       5,498,736       12,604,797   Gale E. Klappa     117,473,715       3,105,871       12,604,797   Cory L. Nettles     117,672,020       2,907,566       12,604,797   Karen T. van Lith     118,416,305       2,163,281       12,604,797   John (Jay) B. Williams     118,802,904       1,776,682       12,604,797     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   116,651,951     3,099,086     828,549     12,604,797     The matter was approved by the Company’s shareholders.   (3) Advisory vote on the frequency of votes on advisory approval of the Company’s named executive officer compensation:    One Year   Two Years   Three Years   Withheld/Abstentions   107,602,787     591,516     12,012,277     373,006     The Company’s shareholders approved one year as the frequency of shareholder votes on the Company’s named executive officer compensation. Consistent with the recommendation by the Board of Directors of the Company (the “Board”) and in light of the vote of the Company’s shareholders on this proposal, the Board has determined that the Company will hold an advisory vote on the Company’s named executive officer compensation on an annual basis.   (4) Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2024:   Number of Votes FOR   Number of Votes Against   Withheld/Abstentions   Broker Non-Votes   130,700,996     2,057,333     426,054     0     This matter was approved by the Company’s shareholders.   2       Item 8.01.  Other Events.   On April 30, 2024, 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 30, 2024, 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 30, 2024       104   Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL document   3       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:  May 2, 2024 By: /s/ Randall J. Erickson   Randall J. Erickson   Executive Vice President, General Counsel and Corporate Secretary   4