hb_8k0416byl.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 16, 2013
 
 
Horizon Bancorp
(Exact Name of Registrant as Specified in Its Charter)
     
     
Indiana
000-10792
35-1562417
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
   
   
515 Franklin Square, Michigan City, Indiana
46360
(Address of Principal Executive Offices)
(Zip Code)
 
 
(219) 879-0211
(Registrant’s Telephone Number, Including Area Code)
 
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 16, 2013, the Board of Directors of Horizon Bancorp (the “Company”) added Section 5.15 to the Company’s Amended and Restated Bylaws (the “Bylaws”) to provide for a Lead Director to be appointed by the independent members of the Board of Directors if the offices of Chairman of the Board and Chief Executive Officer are held by the same person. The Board of Directors also adopted a Lead Director Charter. The person appointed to serve as Lead Director must be one of the incumbent, independent directors and be selected pursuant to the procedures, and satisfy the qualifications specified, in the Lead Director Charter. A copy of the Bylaws as amended is attached as Exhibit 3.1 to this Current Report of Form 8-K. The foregoing summary of the revisions is qualified in its entirety by reference to Exhibit 3.1.
 

 
Item 8.01. Other Event
 
On April 16, 2013, the Company’s Board of Directors appointed Craig M. Dwight as the Chairman and Daniel F. Hopp as the Lead Director of the Board of Directors effective July 1, 2013. Robert C. Dabagia, the current Chairman, will retire from the Chairman position and as a director effective June 30, 2013, since this year he will reach the mandatory retirement age specified in the Bylaws. Additional information on the appointment of Mr. Dwight as Chairman and Mr. Hopp as Lead Director is included in the attached press release.
 

 
Item 9.01. Financial Statements and Exhibits
 
 
(d)  Exhibits
 
     
 
3.1
Horizon Bancorp Amended and Restated Bylaws, as amended April 16, 2013
     
 
99.1
Press Release issued April 18, 2013


 

 
 

 
 
SIGNATURES
 
 
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 hereto duly authorized.
 
 
Date: April 18, 2013
Horizon Bancorp
     
 
By:
/s/ Craig M. Dwight
   
Craig M. Dwight
   
President and Chief Executive Officer
 

 
 

 
 
 

 
 

 
 
EXHIBIT INDEX
 
 
Exhibit No.
 
Description
 
Location
         
3.1
 
Horizon Bancorp Amended and Restated Bylaws, as amended April 16, 2013
 
Attached
         
99.1
 
Press Release issued April 18, 2013
 
Attached