Old National Bancorp (NASDAQ: ONB) shareholders back pay, equity plan and auditor

Rhea-AI Filing Summary

Old National Bancorp reported the results of its 2026 Annual Meeting of Shareholders. Shareholder turnout was high, with 357,216,538 common shares represented, about 92.5% of shares entitled to vote as of March 20, 2026.

All 12 director nominees were elected for one-year terms, each receiving over 325 million votes in favor in most cases. Shareholders approved the non-binding advisory vote on named executive officer compensation, with 319,063,115 votes for and 9,990,057 against.

They also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 356,245,176 votes in favor. In addition, the Company’s 2026 Equity Compensation Plan was approved with 319,941,218 votes for and 9,953,067 against.

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 represented at meeting: 357,216,538 shares Turnout percentage: 92.5% Say-on-pay votes for: 319,063,115 votes +4 more

7 metrics

Shares represented at meeting 357,216,538 shares Common stock present in person or by proxy at 2026 annual meeting

Turnout percentage 92.5% Portion of outstanding common shares entitled to vote as of March 20, 2026

Say-on-pay votes for 319,063,115 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 9,990,057 votes Advisory proposal on executive compensation

Auditor ratification votes for 356,245,176 votes Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026

Equity plan votes for 319,941,218 votes Approval of 2026 Equity Compensation Plan

Broker non-votes on governance items 22,848,063 votes Broker non-votes on Items 1, 2, and 4

Key Terms

broker non-votes, advisory proposal, independent registered public accounting firm, Equity Compensation Plan, +1 more

5 terms

broker non-votes financial

"The final number of votes cast for, against or withheld, as well as the number of abstentions and 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 proposal financial

"Item 2 – Advisory Proposal on the Compensation of Our Named Executive Officers."

independent registered public accounting firm financial

"Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm."

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.

Equity Compensation Plan financial

"Item 4 – Approval of the Company’s 2026 Equity Compensation Plan."

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”)."

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.

Understanding 8-K Material Events →

Old National Bancorp /IN/0000707179FALSE00007071792026-05-132026-05-130000707179us-gaap:CommonStockMember2026-05-132026-05-130000707179us-gaap:SeriesAPreferredStockMember2026-05-132026-05-130000707179us-gaap:SeriesCPreferredStockMember2026-05-132026-05-13

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 13, 2026

_________________________________________________________

OLD NATIONAL BANCORP

(Exact name of Registrant as specified in its charter)

_________________________________________________________

Indiana			001-15817			35-1539838
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

One Main Street
Evansville,			Indiana			47708
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (812) 464-1294

________________________________________________________

(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

ONB

NASDAQ Global Select Market

Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A

ONBPP

NASDAQ Global Select Market

Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C

ONBPO

NASDAQ Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use 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.

On May 13, 2026, Old National Bancorp (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders considered four matters, each of which is described more fully in the proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 2, 2026. A total of 357,216,538 shares of the Company’s outstanding common stock were present in person or by proxy at the Annual Meeting, representing approximately 92.5% of the Company’s total outstanding shares of common stock entitled to vote as of March 20, 2026, the record date for the Annual Meeting.

The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as applicable, with respect to each matter submitted to a vote at the Annual Meeting are set forth below.

Item 1 – Election of Directors. All of the nominees for election to the Company’s Board of Directors were elected upon the following votes, to serve for a one-year term expiring at the Company’s 2027 annual meeting of shareholders and until their successors are elected and qualified:

Director Nominee			For			Withheld			Broker Non-Votes
Barbara A. Boigegrain			330,560,142			3,808,333			22,848,063
Thomas L. Brown			332,801,566			1,566,909			22,848,063
Kathryn J. Hayley			331,779,204			2,589,271			22,848,063
Peter J. Henseler			332,710,151			1,658,324			22,848,063
Daniel S. Hermann			325,803,851			8,564,624			22,848,063
Ryan C. Kitchell			329,882,656			4,485,819			22,848,063
Daniel C. Reardon			332,187,226			2,181,249			22,848,063
James C. Ryan, III			330,352,036			4,016,439			22,848,063
Thomas E. Salmon			333,719,522			648,953			22,848,063
Michael J. Small			332,772,929			1,595,546			22,848,063
Derrick J. Stewart			330,340,731			4,027,744			22,848,063
Katherine E. White			330,510,476			3,857,999			22,848,063

Item 2 – Advisory Proposal on the Compensation of Our Named Executive Officers. The non-binding advisory proposal on the compensation paid to our named executive officers was approved upon the following votes:

For			Against			Abstentions			Broker Non-Votes
319,063,115			9,990,057			5,315,303			22,848,063

            

Item 3 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified upon the following votes:

For			Against			Abstentions
356,245,176			772,981			198,381

Item 4 – Approval of the Company’s 2026 Equity Compensation Plan. The Company’s 2026 Equity Compensation Plan was approved upon the following votes:

For			Against			Abstentions			Broker Non-Votes
319,941,218			9,953,067			4,474,190			22,848,063

2

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.

Date: May 18, 2026

OLD NATIONAL BANCORP

By: /s/ Nicholas J. Chulos

Nicholas J. Chulos

Executive Vice President,

Chief Legal Officer and Corporate Secretary

3

Filing Exhibits & Attachments

4 documents

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