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): June 18, 2024
HORIZON BANCORP, INC.
(Exact name of registrant as specified in its charter)
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| 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:
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| 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 8.01 Other Events
Horizon Bancorp, Inc. announced today the appointments of Michele A. Samuels and Brian C. Walker to serve as independent directors on the Board of its wholly owned subsidiary, Horizon Bank, effective June 18, 2024.
Additional information about the appointments of Ms. Samuels and Mr. Walker to the Horizon Bank Board of Directors is included in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
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| (d) Exhibits | | |
| EXHIBIT INDEX |
| Exhibit No. | Description | Location |
| 99.1 | | Attached |
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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.
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| Date: | July 17, 2024 | HORIZON BANCORP, INC. |
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| | By: | /s/ John R. Stewart, CFA |
| | | John R. Stewart, CFA |
| | | Executive Vice President & Chief Financial Officer |
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PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Thomas Prame
Chief Executive Officer and President
Phone: (219) 814-5983
Horizon Bank Appoints Michele Samuels and Brian Walker to Serve as Independent Directors
MICHIGAN CITY, Ind., July 17, 2024 – (NASDAQ GS: HBNC) Horizon Bancorp, Inc. (“Horizon” or the “Company”) announced the appointments on June 18, 2024 of Michele A. Samuels and Brian C. Walker to serve as independent directors on the Board of its wholly owned subsidiary, Horizon Bank.
Samuels is Senior Vice President, General Auditor & Compliance Officer at Blue Cross Blue Shield of Michigan (BCBSM), headquartered in Detroit. She joined BCBSM in 1990 and has served in her current role since 2009, leading a team of over 100 audit, compliance, and investigative assurance and advisory services at one of the largest Blues affiliates in the United States with more than $30 billion in annual revenue. Additionally, she is a certified public accountant and began her career as an auditor with KPMG in Detroit. Samuels has served on the boards of Big Brothers Big Sisters of Metropolitan Detroit, the Greater Detroit Health Council, the Nataki Talibah Schoolhouse of Detroit, and the Detroit Music Hall, as well as Michigan Governor Gretchen Whitmer’s Black Leadership Advisory Council. Samuels earned her bachelor’s degree in business administration from the University of Windsor and an MBA from Michigan State University.
Walker is the retired President, Chief Executive Officer and Director of Herman Miller, now MillerKnoll, and currently serves as an independent Director on the boards of Gentex Corporation (NASDAQ: GNTX) and UFP Industries, Inc. (NASDAQ: UFPI), all based in Western Michigan. Walker retired in 2018 from Herman Miller after a 14-year tenure as CEO. During his nearly three decades with the company, he also served as Chief Operating Officer, President of North America, and Chief Financial Officer. Previously, Walker was a certified public accountant with Arthur Andersen. Walker was also recently an Operating Partner of private equity firm Huron Capital. In addition to serving as a corporate director, Walker has been a member of the boards of the Federal Reserve Bank of Detroit, Davenport University, and The Right Place, Inc. of Grand Rapids. Walker earned his bachelor’s degree in business administration and accounting from Michigan State University.
“Michele and Brian are exceptional corporate and community leaders in several of Horizon Bank’s fastest growing markets, with tremendous experience guiding enterprises that are among the largest and most sophisticated in their industries,” said Thomas M. Prame, Chairman and President of Horizon Bank and Chief Executive
Officer and President of the Company. “We are pleased to welcome them as our newest independent directors, their diverse backgrounds and extensive experience will be instrumental in shaping the future of Horizon and advancing our efforts to create value for our shareholders and communities we serve.”
With their addition to the Horizon Bank Board, Samuels joins the Cyber Security Committee and Audit Committee, and Walker joins the Compensation Committee and the ERM and Credit Policy Committee.
About Horizon Bancorp, Inc.
Horizon Bancorp, Inc. (NASDAQ GS: HBNC) is the $7.9 billion-asset bank holding company for Horizon Bank, which serves customers across diverse and economically attractive Midwestern markets through convenient digital and virtual tools, as well as its Indiana and Michigan branches. Horizon's retail offerings include prime residential, indirect auto, and other secured consumer lending to in-market customers, as well as a range of personal banking and wealth management solutions. Horizon also provides a comprehensive array of in-market business banking and treasury management services, as well as equipment financing solutions for customers regionally and nationally, with commercial lending representing over half of total loans. More information on Horizon, headquartered in Northwest Indiana's Michigan City, is available at horizonbank.com and investor.horizonbank.com.
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