Form 8-K - Current report

OLD SECOND BANCORP INC0000357173false00003571732024-05-212024-05-21

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United States

Securities And Exchange Commission
Washington, D.C. 20549

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FORM 8-K

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Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2024

(Exact name of registrant as specified in its charter)

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Delaware	000-10537	36-3143493
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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37 South River Street
Aurora, Illinois 60507
(Address of principal executive offices) (Zip code)

[phone]
(Registrant’s telephone number, including area code)

N/A

(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:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	OSBC	The Nasdaq Stock Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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.  ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders

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On May 21, 2024, Old Second Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Of the 44,845,629 shares of common stock eligible to vote at the Annual Meeting, 38,156,324 shares were represented in person or by proxy, representing approximately 85.08% of the outstanding shares. At the Annual Meeting, the stockholders elected James Eccher, Barry Finn, Dennis Klaeser, and Hugh McLean as Class II directors to serve a term expiring in 2027, and voted on the two additional proposals listed below. Further detail on each of the matters voted on by the stockholders is available in the Company’s Definitive Proxy Statement.

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The final results of voting on each of the matters submitted to a vote of common stockholders during the Annual Meeting are as follows:

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1)	Election of four Class II directors to serve a three-year term expiring in 2027 and until their respective successors are duly elected and qualified:

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Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
James Eccher	32,105,573	1,819,430	56,438	4,174,883
Barry Finn	30,247,721	3,635,228	98,492	4,174,883
Dennis Klaeser	32,146,870	1,767,670	66,901	4,174,883
Hugh McLean	32,145,782	1,781,990	53,669	4,174,883

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2)	A non-binding, advisory vote, to approve the compensation of our named executive officers (the “say-on-pay” vote):

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Votes For	Votes Against	Abstentions	Broker Non-Votes
29,454,172	4,064,267	463,002	4,174,883

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3)	A proposal to ratify Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the year ended December 31, 2024:

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6,814,346	​	​	​
Votes For	Votes Against	Abstentions	Broker Non-Votes
37,639,089	442,138	75,097	0

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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.

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​	OLD SECOND BANCORP, INC.
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Dated: May 23, 2024	By:	/s/ Bradley S. Adams
​	​	Bradley S. Adams
​	​	Executive Vice President,
​	​	Chief Operating Officer and
​	​	Chief Financial Officer

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Document and Entity Information	May 21, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 21, 2024
Entity Registrant Name	OLD SECOND BANCORP INC
Entity Incorporation, State or Country Code	DE
Securities Act File Number	000-10537
Entity Tax Identification Number	36-3143493
Entity Address, Address Line One	37 South River Street
Entity Address, City or Town	Aurora
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60507
City Area Code	630
Local Phone Number	892-0202
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000357173
Amendment Flag	false

N-2	May 21, 2024
Cover [Abstract]
Entity Central Index Key	0000357173
Amendment Flag	false
Securities Act File Number	000-10537
Document Type	8-K
Entity Registrant Name	OLD SECOND BANCORP INC
Entity Address, Address Line One	37 South River Street
Entity Address, City or Town	Aurora
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60507
City Area Code	630
Local Phone Number	892-0202
Entity Emerging Growth Company	false

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