OLD NATIONAL BANCORP IN
For the period ended May 15, 2024. Filed Apr 5, 2024.
View on SEC.govAbout this filing
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
Contents
PROXY STATEMENT – SUMMARY
The following summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement carefully before voting your shares of Old National common stock.
GENERAL INFORMATION
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|---|---|---|---|---|
| DATE AND TIME | | LOCATION | | RECORD DATE |
| Wednesday, May 15, 2024, at 9:00 a.m., Central Daylight Time | | Virtual/Online at www.virtualshareholdermeeting.com/ONB2024 | | Holders of common stock of record at the close of business on March 20, 2024 |
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|---|---|---|
| VOTING | | ADMISSION |
| Shareholders as of the Record Date are entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote for each matter to be voted on at the Annual Meeting. | | To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/ONB2024. You will need the 16-digit control number included on your Notice and Access Card, or your Proxy Card or voting instruction form that accompanied this Proxy Statement. |
PROPOSALS TO BE VOTED ON AND BOARD VOTING RECOMMENDATIONS
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|---|---|---|---|
| PROPOSAL · RECOMMENDATION · PAGE REFERENCE | |||
| 1 | Election of Directors | FOR each director nominee | 29 |
| 2 | Approval of a non-binding advisory proposal on the compensation of our named executive officers | FOR | 86 |
| 3 | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024 | FOR | 88 |
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|---|---|
| OLD NATIONAL BANCORP 2024 PROXY STATEMENT | 1 |
ELECTION OF DIRECTORS
(SEE PAGES 29 through 39)
The first item of business at the Annual Meeting will be the election of fifteen directors of the Company. The nominees are set forth in the table below. Each nominee is currently serving as a director of the Company. Our Board of Directors recommends voting in favor of each of the nominees.
| · · · · · | |||
|---|---|---|---|
| NAME | DIRECTORSINCE | PRINCIPAL OCCUPATION | INDEPENDENT |
| Barbara A. Boigegrain · 2008* · Former Chief Executive Officer & General Secretary, Wespath Benefits and Investments | |||
| Thomas L. Brown · 2017* · Former Senior Vice President & Chief Financial Officer, RLI Corp.; former partner, PricewaterhouseCoopers LLP | |||
| Kathryn J. Hayley · 2016* · Chief Executive Officer, Rosewood Advisory Services, LLC; former Executive Vice President, UnitedHealthcare, a subsidiary of UnitedHealth Group, Inc. | |||
| Peter J. Henseler · 2011* · Chairman, TOMY International | |||
| Daniel S. Hermann · 2020 · Founding partner, Lechwe Holdings LLC; former Chief Executive Officer, AmeriQual Group, LLC | |||
| Ryan C. Kitchell · 2018 · Chairman, Indiana Governor’s Workforce Cabinet; former Executive Vice President & Chief Financial Officer, Indiana University Health | |||
| Austin M. Ramirez · 2020 · President & Chief Executive Officer, Husco | |||
| Ellen A. Rudnick · 2005* · Senior Advisor, University of Chicago Booth School of Business; former Vice President, Baxter International, Inc. | |||
| James C. Ryan, III | 2019 | Chairman & Chief Executive Officer, Old National Bancorp | – |
| Thomas E. Salmon | 2018 | Former Chairman & Chief Executive Officer, Berry Global Group, Inc. (NYSE) | |
| Rebecca S. Skillman | 2013 | Former Chair, Radius Indiana; former Lt. Governor, State of Indiana | |
| Michael J. Small | 2010* | Chairman, Kognitive Networks, Inc.; former President and Chief Executive Officer of GoGo, Inc. | |
| Derrick J. Stewart | 2015 | Executive Vice President and Chief Operating Officer, YMCA Retirement Fund | |
| Stephen C. Van Arsdell | 2017* | Former Senior Partner, Chairman and CEO, Deloitte & Touche LLP | |
| Katherine E. White | 2015 | Brigadier General, U.S. Army National Guard; Professor of Law, Wayne State University Law School | |
*Includes years of service on the Board of Directors of First Midwest
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| 2 | OLD NATIONAL BANCORP 2024 PROXY STATEMENT |
Advisory vote on NAMED EXECUTIVE OFFICER COMPENSATION
(See page86*)*
We are asking shareholders to approve, on an advisory (non-binding) basis, a resolution regarding the compensation paid in 2023 to our named executive officers, as disclosed in this Proxy Statement.
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(See page88*)*
We are asking shareholders to ratify, on an advisory (non-binding) basis, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.
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| OLD NATIONAL BANCORP 2024 PROXY STATEMENT | 3 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.