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

I

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): May 21, 2024

Graphic

(Exact name of registrant as specified in its charter)

Delaware

000-10537

36-3143493

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

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

(630) 892-0202
(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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

OSBC

The Nasdaq Stock Market

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.  

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

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.

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

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:

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

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

Votes For

Votes Against

Abstentions

Broker Non-Votes

29,454,172

4,064,267

463,002

4,174,883

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

6,814,346

Votes For

Votes Against

Abstentions

Broker Non-Votes

37,639,089

442,138

75,097

0

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.

OLD SECOND BANCORP, INC.

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
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000357173
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May 21, 2024
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Entity Central Index Key 0000357173
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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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