OLD NATIONAL BANCORP /IN/
For the period ended May 13, 2026. Filed Apr 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2026 · Filed Apr 2, 2026
ONB$24.93-0.5%Stored close · as of Nov 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant☒Filed by a Party other than the Registrant☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12
OLD NATIONAL BANCORP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒No fee required.
☐Fee paid previously with preliminary materials.
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|---|
One Main Street, Evansville, Indiana 47708
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| To Our Shareholders:The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Old National Bancorp (the “Company”) will be held as a virtual meeting on Wednesday, May 13, 2026, at 10:00 a.m., Central Time. You will be able to attend the Annual Meeting, vote your shares and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ONB2026 and entering your 16-digit control number located on your Notice and Access Card, Proxy Card or voting instruction form that you received. Because the Annual Meeting will be virtual, you will not be able to attend the meeting in person. The meeting will be held for the following purposes: | | DATE AND TIMEWednesday, May 13, 2026, at 10:00 a.m., Central TimeVIRTUAL MEETINGAccess the meeting at www.virtualshareholder meeting.com/ONB2026 and enter your 16-digit control number located on your Notice and Access Card, Proxy Card or voting instruction formWHO CAN VOTEHolders of common stock of record at the close of business on March 20, 2026 |
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| 1 | Election of the Company’s Board of Directors consisting of 12 directors, with each to serve a term until the 2027 annual meeting of shareholders and until the election and qualification of his or her successor | |
| 2 | Approval of a non-binding advisory proposal on the compensation of our named executive officers | |
| 3 | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 | |
| 4 | Approval of the Company’s 2026 Equity Compensation Plan | |
| 5 | Transaction of such other business as may properly come before the Annual Meeting and any adjournments or postponement thereof | |
| The foregoing items of business, as well as instructions for accessing the virtual Annual Meeting, are more fully described in the Proxy Statement accompanying this Notice. Holders of common stock of record at the close of business on March 20, 2026 are entitled to notice of, and to vote at, the Annual Meeting. We will begin mailing the Notice and Access Card to certain of our shareholders on April 2, 2026. Shareholders who do not receive the Notice of Internet Availability of Proxy Materials will continue to receive a paper copy of our proxy materials through the U.S. Mail. All proxy materials will be available at www.oldnational.com/Proxy on or about April 2, 2026.By Order of the Board of DirectorsNicholas J. ChulosExecutive Vice President,Chief Legal Officer and Corporate Secretary April 2, 2026 | | |
| | IMPORTANTIt is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the meeting virtually, please vote your shares by telephone or the Internet or by completing and mailing your Proxy Card in the envelope provided.Additional information on voting your shares is included in the attached Proxy Statement. |
CERTAIN TERMS
Certain terms that we use in the accompanying Proxy Statement have particular meanings, as set forth below.
| TERM | MEANING |
|---|---|
| | |
| 2008 Equity Plan | Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as amended |
| 2026 Equity Plan | Old National Bancorp 2026 Equity Compensation Plan |
| 401(k) Plan | Old National Bancorp Employee Stock Ownership and Savings Plan (a tax-qualified defined contribution plan) |
| AICP | The Company’s Annual Incentive Compensation Plan |
| Annual Meeting | 2026 Annual Meeting of Shareholders of Old National Bancorp to be held virtually on May 13, 2026 |
| Articles of Incorporation | Amended and Restated Articles of Incorporation of Old National Bancorp, as currently in effect |
| Board of Directors or Board | Board of Directors of Old National Bancorp |
| Bremer | Bremer Financial Corporation |
| Bremer Bank | Bremer Bank, National Association, which was a wholly-owned subsidiary of Bremer Financial Corporation prior to the completion of the partnership with Old National |
| By-Laws | Amended and Restated By-Laws of Old National Bancorp, as currently in effect |
| CECL | Current expected credit loss, an accounting metric |
| CEO | Chief Executive Officer |
| CFO | Chief Financial Officer |
| COO | Chief Operating Officer |
| Common Stock or common stock | Common stock, no par value per share, of Old National Bancorp |
| Company, Old National, we, us or our | Old National Bancorp |
| Compensation Committee | Talent Development and Compensation Committee of Old National Bancorp’s Board of Directors |
| CRC Agreements | Confidentiality and Restrictive Covenants Agreements between the Company and each NEO |
| Deloitte | Deloitte & Touche LLP |
| Directors Deferred Compensation Plan | Old National Bancorp’s Directors Deferred Compensation Plan |
| Employment Agreements | Employment agreements between the Company and each NEO |
| EPS | Earnings per diluted common share |
| Executive Deferred Compensation Plan | Old National Bancorp’s Executive Deferred Compensation Plan |
| FASB ASC | Financial Accounting Standards Board Accounting Standards Codification |
| Federal Reserve | Board of Governors of the Federal Reserve System or the Federal Reserve Bank of St. Louis |
| First Midwest Merger | The merger of equals transaction pursuant to which Old National Bancorp and First Midwest Bancorp, Inc. merged on February 15, 2022 |
| GAAP | U.S. generally accepted accounting principles |
| Internal Revenue Code | Internal Revenue Code of 1986, as amended |
| KRX Index | KBW Nasdaq Regional Banking Index (Old National Bancorp is included in this index) |
| Named Executive Officer or NEO | An executive officer who is named in the Summary Compensation Table in this Proxy Statement |
| Nasdaq | The Nasdaq Stock Market |
| Notice and Access Card | The Notice of Internet Availability of Proxy Materials |
| Notice of Annual Meeting or Notice | The Notice of Annual Meeting of Shareholders that accompanies this Proxy Statement |
| OCC | Office of the Comptroller of the Currency |
| Old National Bank or Bank | Old National Bank, which is a wholly-owned subsidiary of Old National Bancorp |
| PCAOB | Public Company Accounting Oversight Board |
| PCD loans | Purchased credit deteriorated loans |
| Performance Measure | A performance measure under the 2016 Equity Plan |
| Performance Target | A performance target under the 2026 Equity Plan |
| Prorated Annual Bonus | An amount equal to the target annual cash bonus under the AICP for the calendar year in which an employment termination occurs, prorated for the period of the executive’s employment during that year |
| Proxy | The designation of the authority to vote your shares of Old National Bancorp common stock at the Annual Meeting |
| Proxy Card | The proxy card or voting instruction form that accompanies this Proxy Statement |
| Proxy Statement | This Proxy Statement |
| Record Date | March 20, 2026 – the date used to determine the holders of common stock who are of record on the books and records of Old National Bancorp at the close of business on such date and who are entitled to notice of, and to vote at, the Annual Meeting |
| ROAA | Return on average assets |
| ROATCE | Return on average tangible common equity |
| ROE | Return on equity |
| SAR | Stock appreciation right |
| SEC | United States Securities and Exchange Commission |
| Securities Exchange Act | Securities Exchange Act of 1934, as amended |
| TSR | Total shareholder return |
| WTW | Willis Towers Watson, the independent compensation consultant to our Talent Development and Compensation Committee |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.