OLD NATIONAL BANCORP /IN/
For the period ended May 14, 2025. Filed Apr 4, 2025.
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 14, 2025 · Filed Apr 4, 2025
ONB$24.93-0.5%Stored close · as of Nov 6, 2026
Contents
Cover page
Show cover page
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 2025 Annual Meeting of Shareholders of Old National Bancorp (the “Company”) will be held as a virtual meeting on Wednesday, May 14, 2025, 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/ONB2025 and entering your 16-digit control number located on your Notice and Access Card or Proxy Card that you received. You will not be able to attend the meeting in person. The meeting will be held for the following purposes: | | DATE AND TIMEWednesday, May 14, 2025, at 10:00 a.m., Central TimeVIRTUAL MEETINGAccess the meeting at www.virtualshareholdermeeting.com/ONB2025 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, 2025 |
| | | |
| 1 | Election of the Company’s Board of Directors consisting of 15 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, 2025 | |
| 4 | Transaction of such other business as may properly come before the Annual 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, 2025 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 4, 2025. 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 4, 2025.By Order of the Board of DirectorsNicholas J. ChulosExecutive Vice President,Chief Legal Officer and Corporate Secretary April 4, 2025 | | |
| | 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 |
| | |
| 401(k) Plan | Old National Bancorp’s Employee Stock Ownership and Savings Plan (a tax-qualified defined contribution plan) |
| AICP | The Company’s Annual Incentive Compensation Plan |
| Annual Meeting | 2025 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 |
| Bremer | Bremer Financial Corporation |
| Bremer Bank | Bremer Bank, National Association, a wholly-owned subsidiary of Bremer Financial Corporation |
| By-Laws | Amended and Restated By-Laws of Old National Bancorp, as currently in effect |
| CapStar | CapStar Financial Holdings, Inc., which merged into Old National Bancorp on April 1, 2024 |
| CapStar Bank | CapStar Bank, which merged into Old National Bank on April 1, 2024 |
| 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 |
| Current NEOs | The Company’s NEOs as of the end of the fiscal year ended December 31, 2024 |
| 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 Current NEO |
| EPS | Earnings per diluted common share |
| Equity Incentive Plan | Old National Bancorp’s Amended and Restated 2008 Incentive Compensation Plan, as amended and currently in effect |
| 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 | First Midwest Bancorp, Inc. |
| 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) |
| LMI | Low-to-moderate income |
| 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 |
| PCD loans | Purchased credit deteriorated loans |
| 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, 2025 – 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 2025 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 |
| | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.