OLD NATIONAL BANCORP IN
For the period ended May 15, 2024. Filed Apr 5, 2024.
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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 15, 2024 · Filed Apr 5, 2024
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. |
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One Main Street, Evansville, Indiana 47708
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| To Our Shareholders:The 2024 Annual Meeting of Shareholders of Old National Bancorp (the “Company”) will be held as a virtual meeting on Wednesday, May 15, 2024, at 9:00 a.m., Central Daylight 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/ONB2024 and entering your 16-digit control number located on your Notice and Access Card or Proxy Card. You will not be able to attend the meeting in person. The meeting will be held for the following purposes: | | DATE AND TIMEWednesday, May 15, 2024, at 9:00 a.m., Central Daylight TimeVIRTUAL MEETINGwww.virtualshareholdermeeting.com/ONB2024 and enter your 16-digit control number located on your Notice of Internet Availability of Proxy Materials or your Proxy CardWHO CAN VOTEHolders of common stock of record at the close of business on March 20, 2024 |
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| 1 | Election of the Company’s Board of Directors consisting of fifteen directors, each to serve a term of one year 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, 2024. | |
| 4 | Transaction of such other business as may properly come before the meeting or any adjournments and postponements 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, 2024 are entitled to notice of, and to vote at, the Annual Meeting. We will begin mailing the Notice of Internet Availability of Proxy Materials to certain of our shareholders on April 5, 2024. 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 5, 2024. A list of all shareholders entitled to vote at the Annual Meeting will be available for inspection at our principal office upon written request by a shareholder beginning five business days prior to the Annual Meeting and will remain accessible throughout the Annual Meeting at www.virtualshareholdermeeting.com/ONB2024. By Order of the Board of DirectorsNicholas J. ChulosExecutive Vice President,Chief Legal Officer and Corporate Secretary April 5, 2024 | | |
| | IMPORTANTIt is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the meeting, please vote your shares by completing and mailing your Proxy Card in the envelope provided or vote by telephone or the Internet. 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.
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|---|---|
| TERM | MEANING |
| | |
| 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 | 2024 Annual Meeting of Shareholders of Old National Bancorp |
| 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 |
| 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 |
| 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 |
| Directors Deferred Compensation Plan | Old National Bancorp Directors Deferred Compensation Plan |
| EPS | Earnings per diluted common share |
| Equity Incentive Plan | Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (as amended and restated as of May 10, 2012, and further amended and restated as of April 27, 2017, April 29, 2021 and May 18, 2022) |
| ESG | Environmental, social and governance |
| Executive Deferred Compensation Plan | Old National Bancorp Executive Deferred Compensation Plan |
| FASB ASC | Financial Accounting Standards Board Accounting Standards Codification |
| First Midwest | First Midwest Bancorp, Inc. |
| First Midwest Bank | First Midwest Bank, which was a wholly-owned subsidiary of First Midwest Bancorp, Inc. |
| 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) |
| Merger | The merger of equals transaction pursuant to which Old National Bancorp and First Midwest Bancorp, Inc. merged on February 15, 2022 |
| Merger Agreement | Agreement and Plan of Merger dated as of May 30, 2021 by and between Old National Bancorp and First Midwest Bancorp, Inc. |
| 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 |
| Old National Bank or Bank | Old National Bank, which is a wholly-owned subsidiary of Old National Bancorp |
| PCD loans | Purchased credit deteriorated loans |
| preferred stock | Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A and Series C, of Old National Bancorp |
| 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, 2024 – 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 2024 annual meeting of shareholders |
| ROAA | Return on average assets |
| ROATCE | Return on average tangible common equity |
| ROE | Return on equity |
| SEC | United States Securities and Exchange Commission |
| 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.