Horizon Bancorp (NASDAQ: HBNC) holders back directors, pay and 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Horizon Bancorp, Inc. reported results of its Annual Meeting of Shareholders held on May 7, 2026. Shareholders of record on March 20, 2026, representing 51,225,946 common shares, were eligible to vote, and 44,629,953 shares, or 87.12%, were represented, establishing a quorum.

Shareholders elected four directors—Larry S. Magnesen, Michele M. Magnuson, Steven W. Reed, and Vanessa P. Williams—to three-year terms ending at the 2029 annual meeting. An advisory vote approved executive compensation, with 36,913,113 votes for, 1,146,911 against, 453,311 abstentions, and 6,116,616 broker non-votes.

Shareholders also ratified the appointment of FORVIS MAZARS, LLP as independent registered public accounting firm for 2026, with 43,200,113 votes for, 1,225,335 against, and 204,504 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 51,225,946 shares Shares represented (quorum): 44,629,953 shares (87.12%) Say-on-pay votes for: 36,913,113 votes +3 more

6 metrics

Shares entitled to vote 51,225,946 shares Common stock as of record date March 20, 2026

Shares represented (quorum) 44,629,953 shares (87.12%) Shares present or by proxy at Annual Meeting

Say-on-pay votes for 36,913,113 votes Advisory vote to approve executive compensation

Say-on-pay votes against 1,146,911 votes Advisory vote to approve executive compensation

Auditor ratification votes for 43,200,113 votes Ratification of FORVIS MAZARS, LLP for 2026

Auditor ratification votes against 1,225,335 votes Ratification of FORVIS MAZARS, LLP for 2026

Key Terms

Annual Meeting of Shareholders, broker non-votes, advisory vote to approve executive compensation, independent registered public accounting firm

4 terms

Annual Meeting of Shareholders financial

"On May 7, 2026, Horizon Bancorp, Inc. held its Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"The votes regarding this proposal were as follows For | Withhold | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote to approve executive compensation financial

"Proposal 2: Advisory Vote to Approve Executive Compensation"

independent registered public accounting firm financial

"the appointment of FORVIS MAZARS, LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

05/08/2026 - 04:05 PM

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): May 7, 2026

HORIZON BANCORP, INC.

(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 Street

Michigan City, IN 46360

(Address of principal executive offices, including zip code)

(219) 879-0211

(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, no par value	HBNC	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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

Annual Meeting Voting Results

On May 7, 2026, Horizon Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders. Only holders of the Company’s common stock at the close of business on March 20, 2026 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 51,225,946 shares of common stock entitled to vote. A total of 44,629,953 shares of common stock (87.12%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

The Company’s shareholders voted on three proposals at the annual meeting. The proposals are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on March 20, 2026. The final results of the votes regarding each proposal are set forth below.

Proposal 1: Election of Directors

The Company’s shareholders elected three directors to the Board of Directors to serve for three-year terms until the 2029 annual meeting of shareholders. The votes regarding this proposal were as follows:


	For	Withhold	Broker Non-Votes
Larry S. Magnesen	36,248,418	2,264,919	6,116,616
Michele M. Magnuson	37,266,155	1,247,182	6,116,616
Steven W. Reed	37,332,355	1,180,981	6,116,616
Vanessa P. Williams	36,519,319	1,994,018	6,116,616

Proposal 2: Advisory Vote to Approve Executive Compensation

The Company’s shareholders voted to approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement. The votes regarding this proposal were as follows:


For	Against	Abstain	Broker Non-Votes
36,913,113	1,146,911	453,311	6,116,616

Proposal 3: Ratification of Independent Auditors

The Company's shareholders voted to approve the ratification of the appointment of FORVIS MAZARS, LLP as the Company’s independent registered public accounting firm for 2026. The votes regarding this proposal were as follows:


For	Against	Abstain
43,200,113	1,225,335	204,504

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 hereunto duly authorized.


Date:	May 8, 2026	HORIZON BANCORP, INC.


		By:	/s/ John R. Stewart, CFA
			John R. Stewart, CFA
			Executive Vice President & Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Horizon Bancorp (HBNC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on director elections, executive pay, and auditor ratification. They elected four directors to terms ending in 2029, approved the advisory vote on executive compensation, and ratified FORVIS MAZARS, LLP as the independent registered public accounting firm for 2026.

How many Horizon Bancorp (HBNC) shares were represented at the 2026 annual meeting?

A total of 44,629,953 Horizon Bancorp common shares were represented in person or by proxy, out of 51,225,946 shares entitled to vote. This represented 87.12% of eligible shares, meaning a quorum was present and the meeting could conduct official business.

Were Horizon Bancorp’s executive compensation practices approved by shareholders in 2026?

Yes. In the advisory vote on executive compensation, 36,913,113 votes were cast in favor, 1,146,911 against, with 453,311 abstentions and 6,116,616 broker non-votes. This indicates shareholder approval of the named executive officers’ compensation as disclosed in the proxy statement.

Which directors were elected to Horizon Bancorp’s board at the 2026 meeting?

Shareholders elected Larry S. Magnesen, Michele M. Magnuson, Steven W. Reed, and Vanessa P. Williams as directors. Each will serve a three-year term ending at the 2029 annual meeting, based on majority support in the director election vote tallies reported.

Who is Horizon Bancorp’s independent auditor for 2026 and how did shareholders vote?

Shareholders ratified FORVIS MAZARS, LLP as Horizon Bancorp’s independent registered public accounting firm for 2026. The ratification received 43,200,113 votes for, 1,225,335 against, and 204,504 abstentions, confirming broad shareholder support for the auditor appointment.

What percentage of Horizon Bancorp (HBNC) shares formed a quorum at the 2026 annual meeting?

A quorum consisted of 44,629,953 shares represented out of 51,225,946 entitled to vote, equal to 87.12% participation. This high participation level allowed all proposals, including director elections, executive pay advisory vote, and auditor ratification, to be validly considered.

Filing Exhibits & Attachments

3 documents