1st Source Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 23, 2026
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of 1st Source Corporation (the “Company”) held on April 23, 2026, the Company’s shareholders approved amendments to the 1st Source Corporation 1982 Executive Incentive Plan (the “EIP Plan”), the 1st Source Corporation Strategic Deployment Incentive Plan (the “SDIP”), and the 1st Source Corporation 1982 Restricted Stock Award Plan (the “Restricted Stock Plan”). These amendments had been previously approved by the Company’s Board of Directors, acting through the Executive Compensation and Human Resources Committee (the “Committee”), subject to shareholder approval, on February 15, 2026. The following paragraphs provide a summary of the plan amendments.
EIP Plan
The principal purpose of the EIP Plan is to enable the Company to provide stock-based incentives that align the interests of key employees and managers with those of the shareholders of the Company by motivating its key employees to achieve long-term results and rewarding them for their achievements; and to continue to attract and retain the types of employees and executives who will contribute to the Company’s long-range success. The material modifications of the EIP Plan are as follows:
•Amendments to the provision governing the number of shares of Common Stock issuable under the EIP Plan to remove the provision stating the Committee may issue not more than 0.60% in any one calendar year of the Common Stock outstanding at the beginning of such year and replacing it with a fixed number of shares of Common Stock the Committee is authorized to issue under the EIP Plan. The amendments reserve 1,250,000 shares of Common Stock for future awards under the EIP Plan.
•The addition of a provision to proportionately adjust the number of shares issuable under the EIP Plan resulting from stock dividends, stock splits, and other similar capital adjustments conducted by the Company.
The foregoing description of the EIP Plan is qualified in its entirety by the text of the EIP Plan, which is filed as Exhibit 10(c) to this Current Report on Form 8-K.
SDIP
The principal purpose of the SDIP is to promote the interests of the Company and its shareholders through the attraction and retention of executive officers using performance-based incentives linked to annual goals that support the Company’s long-term strategic objectives and to enable executives to share in the long-term growth and success of the Company. The material modifications of the SDIP are as follows:
•Amendments to the provision governing the number of shares of Common Stock issuable under the SDIP to remove the provision stating the Committee may authorize the issuance of up to $3 million of shares under the SDIP in any calendar year based on the value of shares as of the date of issuance and replacing it with a fixed number of shares of Common Stock the Committee is authorized to issue under the SDIP. The amendments reserve 100,000 shares of Common Stock for future awards under the SDIP.
•Eliminate references to Section 162(m) of the Code since the exemption for performance-based compensation is no longer available under the tax rules.
•The addition of a provision to proportionately adjust the number of shares issuable under the SDIP resulting from stock dividends, stock splits, and other similar capital adjustments conducted by the Company.
The foregoing description of the SDIP is qualified in its entirety by the text of the SDIP, which is filed as Exhibit 10(e) to this Current Report on Form 8-K.
Restricted Stock Plan
The principal purpose of the Restricted Stock Plan is to promote the interests of the Company and its shareholders by providing an incentive to induce continued future employment and performance of certain key exempt or non-exempt employees of the Company and its subsidiaries. The material modification of the Restricted Stock Plan was to increase to 500,000 the number of shares of Common Stock of the Company available for issuance under the Restricted Stock Plan.
The foregoing description of the Restricted Stock Plan is qualified in its entirety by the text of the Restricted Stock Plan, which is filed as Exhibit 10(d) to the Current Report on Form 8-K.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
The following actions were taken by the shareholders of the Company at the Annual Meeting held April 23, 2026:
1. Election of Directors
The directors named below were elected to the Board of Directors, as follows:
Terms Expiring in April, 2029:
| Nominee | Votes For | Votes Against | Votes Abstain | Broker Non-Vote | ||||||||||||||||||||||
| Christopher J. Murphy III | 19,274,007 | 864,704 | 36,131 | 3,170,891 | ||||||||||||||||||||||
| Timothy K. Ozark | 14,434,863 | 5,713,451 | 26,528 | 3,170,891 | ||||||||||||||||||||||
| Todd F. Schurz | 15,393,630 | 4,760,237 | 20,975 | 3,170,891 | ||||||||||||||||||||||
| Andrea G. Short | 20,004,014 | 167,832 | 2,996 | 3,170,891 | ||||||||||||||||||||||
In addition, the following directors continued in office after the 2026 Annual Meeting:
| Terms Expiring in April, 2027: | Terms Expiring in April, 2028: | |||||||
| Melody Birmingham | John F. Affleck-Graves | |||||||
| Tracy D. Graham | Daniel B. Fitzpatrick | |||||||
| Mark D. Schwabero | Christopher J. Murphy IV | |||||||
| Ronda Shrewsbury | Isaac P. Torres | |||||||
2. Advisory Approval of Executive Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was enacted on July 21, 2010, contains a requirement that publicly traded firms, like the Company, permit a separate, non-binding advisory shareholder vote to approve the compensation of the Company’s executive officers.
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||||||||||||||||
| 19,414,402 | 714,073 | 46,367 | 3,170,891 | |||||||||||||||||
3. Approval of the Amended 1982 Executive Incentive Plan
On February 15, 2026, the Board of Directors, acting through the Executive Compensation and Human Resources Committee, approved amendments to the 1982 Executive Incentive Plan. The amendments become effective upon shareholder approval.
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||||||||||||||||
| 19,334,730 | 792,753 | 47,359 | 3,170,891 | |||||||||||||||||
4. Approval of the Amended Strategic Deployment Incentive Plan
On February 15, 2026, the Board of Directors, acting through the Executive Compensation and Human Resources Committee, approved amendments to the Strategic Deployment Incentive Plan. The amendments become effective upon shareholder approval.
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||||||||||||||||
| 19,579,020 | 557,467 | 38,355 | 3,170,891 | |||||||||||||||||
5. Approval of the Amended 1982 Restricted Stock Award Plan
On February 15, 2026, the Board of Directors, acting through the Executive Compensation and Human Resources Committee, approved an amendment to the 1982 Restricted Stock Award Plan to increase to 500,000 the number of shares of Common Stock of the Company available for issuance under the 1982 Restricted Stock Award Plan. The amendment becomes effective upon shareholder approval.
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||||||||||||||||
| 19,555,155 | 579,781 | 39,906 | 3,170,891 | |||||||||||||||||
6. Ratification of the appointment of Forvis Mazars‚ LLP as 1st Source Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026
The Audit, Finance, and Risk Committee has appointed Forvis Mazars‚ LLP as the independent registered public accounting firm for 1st Source for the fiscal year ending December 31, 2026.
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | |||||||||||||||||
| 23,286,804 | 37,170 | 21,759 | — | |||||||||||||||||
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| 1st SOURCE CORPORATION | ||||||||
| (Registrant) | ||||||||
| Date: April 24, 2026 | /s/ BRETT A. BAUER | |||||||
| Brett A. Bauer | ||||||||
| Treasurer and Chief Financial Officer | ||||||||
| Principal Accounting Officer | ||||||||