8-K



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, 2016
 
 
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 5.07    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, 2016:

1.Election of Directors

The directors named below were elected to the Board of Directors, as follows:

Terms Expiring in April, 2019:

Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Vote
 
Daniel B. Fitzpatrick
 
21,284,430

 
 
1,265,469

 
 
2,259,223

 
 
Najeeb A. Khan
 
22,298,578

 
 
251,321

 
 
2,259,223

 
 
Christopher J. Murphy IV
 
21,989,966

 
 
559,933

 
 
2,259,223

 
 

In addition, the following directors continued in office after the 2016 annual meeting:

Terms Expiring in April, 2017:
 
Terms Expiring in April, 2018:
 
Vinod M. Khilnani
 
Allison N. Egidi
 
Rex Martin
 
Craig A. Kapson
 
Christopher J. Murphy III
 
John T. Phair
 
Timothy K. Ozark
 
Mark D. Schwabero
 

2.Approval of Amended 1982 Executive Incentive Plan

On February 26, 2016, the Board of Directors, acting through the Executive Compensation and Human Resources Committee, approved amendments to the 1982 Executive Incentive Plan. The amendments become effective upon shareholder approval.

Votes For
 
Votes Against
 
Votes Abstain
 
Broker Non-Vote
 
20,518,988
 
1,988,001
 
42,907
 
2,259,226
 


3.Approval of Amended Strategic Deployment Incentive Plan (formerly the 1998 Performance Compensation Plan)

On February 26, 2016, the Board of Directors, acting through the Executive Compensation and Human Resources Committee, approved amendments to the Strategic Deployment Incentive Plan. The amendments become effective upon shareholder approval.


Votes For
 
Votes Against
 
Votes Abstain
 
Broker Non-Vote
 
22,208,218
 
262,337
 
79,340
 
2,259,227
 


4.Ratification of the appointment of BKD LLP as 1st Source Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2016

The Audit Committee has appointed BKD LLP as the independent registered public accounting firm for 1st Source for the fiscal year ending December 31, 2016.

Votes For
 
Votes Against
 
Votes Abstain
 
Broker Non-Vote
 
24,661,017
 
96,862
 
51,243
 
 






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 22, 2016
 
/s/ ANDREA G. SHORT
 
 
Andrea G. Short
 
 
Treasurer and Chief Financial Officer
 
 
Principal Accounting Officer