OLD SECOND BANCORP INC
For the period ended May 20, 2025. Filed Apr 18, 2025.
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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 20, 2025 · Filed Apr 18, 2025
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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 (Amendment No. )
| | | |
|---|---|---|
| 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 Second Bancorp, Inc.
(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 14a6(i)(1) and 0-11 |
37 South River Street, Aurora, Illinois 60507
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 2025
TO OUR STOCKHOLDERS:
The annual meeting of stockholders of Old Second Bancorp, Inc., will be held on Tuesday, May 20, 2025, at 9:00 a.m., central time. This year’s meeting will be a completely virtual meeting of stockholders. You can attend the meeting via the Internet at www.virtualshareholdermeeting.com/OSBC2025 by using the 16-digit control number which appears on your proxy card and the instructions in these proxy materials. This meeting will be held for the following purposes:
| 1. | to elect the four Class III director nominees named in the accompanying proxy statement; |
| 2. | to conduct an advisory, non-binding vote to approve the compensation of our named executive officers; |
| 3. | to adopt an amendment to our Restated Certificate of Incorporation, as amended, to increase our authorized shares of common stock from 60,000,000 shares, par value $1.00 per share, to 120,000,000 shares, par value $1.00 per share. |
| 4. | to approve the Old Second Bancorp, Inc. 2019 Equity Incentive Plan, as Amended and Restated to increase the number of shares of common stock authorized for issuance under the plan by 800,000 shares, from 1,800,000 shares to 2,600,000 shares; |
| 5. | to conduct an advisory, non-binding vote on the frequency of future advisory votes on compensation of our named executive officers; |
| 6. | to ratify the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for the year ending December 31, 2025; and |
| 7. | to transact such other business as may properly be brought before the meeting or any postponements or adjournments of the meeting. |
The board of directors is not aware of any other business to come before the meeting. Stockholders of record at the close of business on March 21, 2025 are the stockholders entitled to vote at the meeting and any and all adjournments or postponements of the meeting.
Whether or not you plan to virtually attend the annual meeting, we urge you to vote now to make sure there will be a quorum for the meeting. Voting by the Internet is fast and convenient, and your vote is immediately confirmed and tabulated. You may also vote by completing, signing, dating and returning the accompanying proxy card in the enclosed return envelope furnished for that purpose. If you attend the meeting virtually over the Internet, you may continue to have your shares of common stock voted as instructed in a previously delivered proxy or you may vote your shares of common stock via the Internet during the meeting.
Important Notice Regarding Availability of Proxy Materials for the Annual Meeting: Our 2025 proxy statement, proxy card and 2024 Annual Report to Stockholders are available free of charge online at www.oldsecond.com under “2025 Annual Meeting Materials.”
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| | By order of the board of directors |
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| | James L. EccherChairman, President and Chief Executive Officer |
Aurora, Illinois
April 18, 2025
TABLE OF CONTENTS
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| GENERAL INFORMATION ABOUT THE MEETING AND VOTING | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 6 |
| CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS | 9 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 19 |
| DELINQUENT SECTION 16(a) REPORTS | 20 |
| COMPENSATION DISCUSSION AND ANALYSIS | 21 |
| COMPENSATION COMMITTEE REPORT | 35 |
| EXECUTIVE COMPENSATION | 36 |
| DIRECTOR COMPENSATION | 51 |
| PROPOSAL 2: NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 52 |
| PROPOSAL 3: AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK | 53 |
| PROPOSAL 4: APPROVAL OF THE 2019 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN | 56 |
| PROPOSAL 5: NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 65 |
| PROPOSAL 6: RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 66 |
| AUDIT COMMITTEE REPORT | 67 |
| HOUSEHOLDING | 68 |
| GENERAL | 69 |
| APPENDIX A: MARKED VERSION OF CERTIFICATE OF INCORPORATION SHOWING PROPOSED AMENDMENTS | 70 |
| APPENDIX B: CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION | 71 |
| APPENDIX C: 2019 EQUITY INCENTIVE PLAN | 72 |
37 South River Street, Aurora, Illinois 60507
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the board of directors of Old Second Bancorp, Inc., a Delaware corporation, of proxies to be voted at the annual meeting of stockholders. This meeting is to be held virtually over the Internet, on May 20, 2025 at 9:00 a.m., central time, or at any postponements or adjournments of the meeting. Instructions for virtually attending the meeting are included below. Old Second Bancorp, Inc. conducts a full service community banking and trust business through its wholly owned subsidiary, Old Second National Bank. Our principal executive offices are located at 37 South River Street, Aurora, Illinois 60507.
A copy of our annual report for the year ended December 31, 2024, which includes audited financial statements, is enclosed. This proxy statement was first mailed to our stockholders on or about April 18, 2025. As used in this proxy statement, the terms “Old Second,” “the Company,” “we,” “our” and “us” all refer to Old Second Bancorp, Inc., and its subsidiaries. Additionally, references to the “Bank” refer to Old Second National Bank.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.