form8_k.htm



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): April 21, 2011
     
1st Source Corporation
(Exact name of registrant as specified in its charter)
     
Indiana
0-6233
35-1068133
(State or other jurisdiction of incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
     
100 North Michigan Street, South Bend, Indiana  46601
(Address of principal executive offices)     (Zip Code)
     
574-235-2000
(Registrant's telephone number, including area code)
     
Not Applicable
(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:
 
[ ] 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))
 

 
 

 


ITEM 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 21, 2011, Dane A. Miller and Terry L. Gerber retired from the Board of Directors coincident with the annual shareholders’ meeting.
 
On April 21, 2011, Wellington D. Jones III was promoted to Vice Chairman of the Board of Directors of 1st Source Corporation effective June 30, 2011.

On April 21, 2011, the following promotions occurred at 1st Source Bank. Christopher J. Murphy III was appointed President. John B. Griffith was promoted to Executive Vice President of Administration which will include the company's Finance, Accounting, Control, and Treasury functions, Human Resources, Loan Review, Compliance and Legal.  James R. Seitz was promoted to Executive Vice President of Community Banking and will be responsible for all consumer and small business banking.  Steven J. Wessell was promoted to Executive Vice President of Private Banking, Wealth Management, Asset Advisors, Investment Management, Insurance and Information Technology.

ITEM 5.07                      Submission of Matters to a Vote of Security Holders

The following actions were taken by the shareholders of 1st Source at the annual shareholders’ meeting held April 21, 2011:
 
1.      Election of Directors
 
The directors named below were elected to the Board of Directors, as follows:

Term Expiring in April 2012:
 

Nominee                     
Votes For
Votes Withheld
 
Allison N. Egidi
20,448,864
203,652
 
       
Terms Expiring in April 2013:
       
Nominee                     
Votes For
Votes Withheld
 
Najeeb A. Khan
20,457,018
195,498
 
Christopher J. Murphy IV
20,407,185
245,331
 
       
Terms Expiring in April 2014:
       
Nominee                     
Votes For
Votes Withheld
 
Lawrence E. Hiler
20,352,200
300,316
 
Rex Martin
19,946,930
705,586
 
Christopher J. Murphy III
19,223,557
1,428,959
 
Timothy K. Ozark
19,836,771
815,745
 
 
 
 

 

 
       
In addition, the following directors continued in office after the 2011 annual meeting:
     
Terms Expiring in April 2012:
 
Terms Expiring in April 2013:
William P. Johnson
 
Daniel B. Fitzpatrick
Craig A. Kapson
 
Wellington D. Jones III
John T. Phair
   
Mark D. Schwabero
   
 
2.      Advisory Approval on Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was enacted on July 21, 2010, contains a requirement that publicly traded firms, like 1st Source Corporation (the Company), permit a separate, non-binding advisory shareholder vote to approve the compensation of the Company’s executive officers.

Votes For
Votes Against
Votes Abstain
 
20,333,128
251,888
67,499
 

3.      Advisory Approval on 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.  Under the Dodd-Frank Act, this vote can take place every one, two or three years.

Three Years
Two Years
One Year
Votes Abstain
Broker Non-Votes
14,524,255
191,546
5,863,336
72,221
1,158

4.      Approval of 2011 Stock Option Plan

The 1st Source Corporation 2001 Stock Option Plan (the “2001 Plan”), which was approved by the shareholders of 1st Source at the 2001 Annual Meeting of Shareholders, provides for the issuance of incentive stock options and nonstatutory stock options to key officers of 1st Source and its subsidiaries.  No grants of incentive stock options may be made under the 2001 Plan after February 14, 2011.  The Board of Directors believe it is important for 1st Source to have the capability of offering incentive stock options without interruption.  Therefore, on January 20, 2011 the Board approved a proposal to adopt the 2011 Stock Option Plan, subject to shareholder approval.  The 2011 Plan allows 1st Source to have the capability of offering incentive stock options until January 20, 2021.

Votes For
Votes Against
Votes Abstain
 
15,688,254
4,841,002
123,259
 

5.      Approval of Amended 1982 Executive Incentive Plan

On February 2, 2011, the Board of Directors approved amendments to the 1st Source Corporation 1982 Executive Incentive Plan.  The amendments become effective upon shareholder approval.

Votes For
Votes Against
Votes Abstain
 
15,503,680
5,021,578
127,257
 
 
 
 

 
 
 
6.      Approval of Amended 1998 Performance Compensation Plan

On January 20, 2011, the Board of Directors approved amendments to the 1st Source Corporation 1998 Performance Compensation Plan.  The amendments become effective upon shareholder approval.

Votes For
Votes Against
Votes Abstain
 
20,219,868
330,704
101,943
 
 
7.      Reapproval of 1982 Restricted Stock Award Plan

On January 20, 2011, the Board of Directors reapproved the 1st Source Corporation 1982 Restricted Stock Award Plan subject to shareholder approval.

Votes For
Votes Against
Votes Abstain
 
15,540,754
5,007,817
103,944
 


 
 

 

 
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.


   
1st SOURCE CORPORATION
   
(Registrant)
     
     
Date:   April 26, 2011
 
/s/CHRISTOPHER J. MURPHY III
   
Christopher J. Murphy III
   
Chairman of the Board, President and CEO
     
     
Date:  April 26, 2011
 
/s/LARRY E. LENTYCH
   
Larry E. Lentych
   
Treasurer and Chief Financial Officer
   
Principal Accounting Officer