1ST SOURCE CORP — Regulatory Filings 2023

Apr 21, 2023

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 20, 2023

1st Source Corp oration

(Exact name of registrant as specified in its charter)

Indiana	0-6233	35-1068133
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

100 North Michigan Street , South Bend , Indiana 46601

(Address of principal executive offices) (Zip Code)

574 - 235-2000

(Registrant's telephone number, including area code)

Not Applicable

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - without par value	SRCE	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

The following actions were taken by the shareholders of 1st Source Corporation (the “Company”) at the annual shareholders’ meeting held April 20, 2023:

1. Election of Directors

The directors named below were elected to the Board of Directors, as follows:

Terms Expiring in April, 2026:

Nominee	Votes For	Votes Against	Votes Abstain	Broker Non-Vote
Andrea G. Short	21,302,022	626,833	32,984	1,415,497
Christopher J. Murphy III	16,708,165	5,211,908	41,766	1,415,497
Timothy K. Ozark	15,604,266	6,317,221	40,352	1,415,497
Todd F. Schurz	16,088,671	5,836,962	36,206	1,415,497

In addition, the following directors continued in office after the 2023 annual meeting:

Terms Expiring in April, 2024:	Terms Expiring in April, 2025:
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 officer.

Votes For	Votes Against	Votes Abstain	Broker Non-Vote
19,605,660	2,311,040	45,139	1,415,497

3. Advisory Approval of Frequency of Future Advisory Votes on Executive Compensation

Section 951 of the Dodd-Frank Act requires the Company to seek a non-binding advisory shareholder vote to permit shareholders to express their views on how often shareholders will vote on the Company’s executive compensation as disclosed in the applicable Compensation Discussion and Analysis, executive compensation tables and related narrative disclosure. Under the Dodd-Frank Act, this vote can take place every one, two, or three years.

Every Three Years	Every Two Years	Every One Year	Votes Abstain	Broker Non-Vote
12,660,086	190,725	9,063,252	47,776	1,415,497

4. Ratification of the appointment of FORVIS LLP as 1st Source Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2023

The Audit Committee has appointed FORVIS LLP as the independent registered public accounting firm for 1st Source for the fiscal year ending December 31, 2023.

Votes For	Votes Against	Votes Abstain	Broker Non-Vote
23,093,723	124,436	159,177	—

ITEM 8.01 Other Events.

On April 21, 2023, 1st Source Corporation issued a news release announcing the election of a new member and the re-election of three exisitng directors to the 1st Source Corporation board of directors. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits.

The following exhibit shall not be deemed as “filed” for purposes of the Securities and Exchange Act of 1934, as amended.

( d) Exhibit:

*99.1 1st Source Corporation News Release*

101 Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business reporting Language).

104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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 21, 2023	/s/ BRETT A. BAUER
	Brett A. Bauer
	Treasurer and Chief Financial Officer
	Principal Accounting Officer