Board change at Old Second Bancorp (NASDAQ: OSBC) as director retires
Rhea-AI Filing Summary
Old Second Bancorp, Inc. reported that director John Ladowicz resigned from its Board of Directors effective September 14, 2025. He stepped down under the company’s Director Resignation Policy, which requires directors to submit their resignation upon reaching age 73, and his departure is not due to any disagreement with the company.
Ladowicz had served on the Board since 2008 and was a member of the Audit, Compensation, Nominating and Corporate Governance, Loan, and Risk and Insurance committees. The company does not plan to immediately fill the vacancy and will instead reduce the Board size by one. Earlier in February 2025, the Board realigned its Class I, II and III directors to keep the classes as nearly equal in number as possible, anticipating retirements including Ladowicz’s.
Positive
- None.
Negative
- None.
I
United States
Securities And Exchange Commission
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip code)
(
(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 (see General Instruction A.2. below):
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 | OSBC | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective September 14, 2025, John Ladowicz, a member of the Board of Directors (the “Board”) of Old Second Bancorp, Inc. (the “Company”), resigned from the Board. Mr. Ladowicz submitted his resignation in accordance with the Company’s Director Resignation Policy, which requires that any person serving as a director submit his or her resignation as a director upon attaining the age of 73 during his or her tenure. As such, Mr. Ladowicz’s resignation is not the result of any disagreement with the Company. Mr. Ladowicz served on the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Loan Committee, and the Risk and Insurance Committee. He has been a valuable Board member since 2008, and the Company appreciates his contributions during his tenure.
The Company does not anticipate immediately filling the vacancy on the Board caused by Mr. Ladowicz’s resignation and will reduce the size of the Board by one member. Following a recommendation from the Nominating and Corporate Governance Committee, the Board’s intent is to maintain the Board classes to be as nearly equal in number as possible. Accordingly, the Board realigned its Class I, II and III directors at its regularly scheduled meeting in February 2025, anticipating potential director retirements during 2025, including Mr. Ladowicz’s retirement.
Cautionary Statement Regarding Forward Looking Statements
Statements included in this current report which are not historical in nature are intended to be, and are hereby identified as, forward looking statements for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934. Forward looking statements generally include words such as “expects,” “anticipates,” “intends,” “estimates,” and other similar expressions. The Company cautions readers that forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results. Such risks and uncertainties, include, among others, factors disclosed in the Company’s 2024 Annual Report on Form 10-K filed March 6, 2025 or in its subsequent filings with the U.S. Securities and Exchange Commission, any of which could cause actual results to differ materially from future results expressed or implied by such forward looking statements.
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.
OLD SECOND BANCORP, INC. | ||
Dated: September 15, 2025 | By: | /s/ Bradley S. Adams |
Bradley S. Adams | ||
Executive Vice President, | ||
Chief Operating Officer, and | ||
Chief Financial Officer | ||
FAQ
Why did Old Second Bancorp (OSBC) director John Ladowicz resign?
John Ladowicz resigned from the Board of Old Second Bancorp, Inc. effective September 14, 2025. He did so in line with the company’s Director Resignation Policy, which requires directors to submit their resignation upon reaching age 73 during their tenure, and not because of any disagreement with the company.
When was John Ladowicz’s resignation from Old Second Bancorp’s Board effective?
His resignation from the Board of Old Second Bancorp, Inc. was effective September 14, 2025, consistent with the company’s age-based Director Resignation Policy.
What Board committees did John Ladowicz serve on at Old Second Bancorp (OSBC)?
John Ladowicz served on multiple Board committees at Old Second Bancorp, Inc., including the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Loan Committee, and Risk and Insurance Committee.
Is Old Second Bancorp (OSBC) immediately replacing the director who resigned?
Old Second Bancorp, Inc. does not plan to immediately fill the vacancy created by John Ladowicz’s resignation. Instead, the company will reduce the size of the Board by one member.
How is Old Second Bancorp managing its Board classes after the director retirement?
Following a recommendation from the Nominating and Corporate Governance Committee, the Board of Old Second Bancorp, Inc. intends to keep its Class I, II and III directors as nearly equal in number as possible. The Board realigned these classes at its regularly scheduled meeting in February 2025, anticipating potential director retirements during 2025, including that of John Ladowicz.
Did John Ladowicz have any disagreement with Old Second Bancorp leading to his resignation?
No. The company states that John Ladowicz’s resignation is not the result of any disagreement with Old Second Bancorp, Inc.. His departure was made pursuant to the Director Resignation Policy related to reaching age 73.
