8-K/A: Old Second Bancorp Adopts Annual Say-on-Pay Vote Frequency Following Shareholder Preference

Old Second Bancorp, Inc. has filed an amendment to its recent 8-K, confirming its decision to hold non-binding advisory votes on executive compensation annually, aligning with shareholder preference.

Summary

• Old Second Bancorp, Inc. (the "Company") filed an amendment (Form 8-K/A) to its Current Report on Form 8-K, originally filed on May 20, 2025.
• The amendment's sole purpose is to disclose the Company's decision regarding the frequency of future non-binding, advisory votes on executive compensation, commonly known as "Say-on-Pay" votes.
• At the annual meeting of stockholders held on May 20, 2025, stockholders cast the greatest number of votes in favor of holding future Say-on-Pay votes on an annual basis.
• Consistent with both the Board of Directors' recommendation (as stated in the Definitive Proxy Statement filed April 18, 2025) and the stockholder voting results, the Board has determined that the Say-on-Pay vote will be conducted annually.
• This policy will remain in effect until the next required stockholder vote on the frequency of Say-on-Pay votes or until the Board decides a different frequency is in the best interests of stockholders.

Sentiment

Score: 7

Explanation: The filing indicates good corporate governance by aligning with shareholder preferences and Board recommendations on executive compensation oversight, which is a positive for investor relations and transparency.

Positives

• The Board's decision to hold annual Say-on-Pay votes aligns with the preference expressed by the Company's stockholders, demonstrating responsiveness to shareholder input.
• This decision is consistent with the Board's own recommendation, indicating internal alignment on corporate governance practices.

Future Outlook

The policy to conduct Say-on-Pay votes annually will remain in effect until the next required stockholder vote on the frequency of such votes, or until the Board determines that a different frequency is in the best interests of the Company's stockholders.

Management Comments

• "In accordance with the recommendation of the Board of Directors, as set forth in the Companys Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 18, 2025, and consistent with the voting results, the Board has determined that the non-binding advisory Say-on-Pay vote will be conducted annually."

Industry Context

The "Say-on-Pay" vote is a common corporate governance practice mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, requiring public companies to periodically allow shareholders to cast a non-binding advisory vote on executive compensation. The frequency of this vote (every one, two, or three years) is also subject to a shareholder vote. Old Second Bancorp's decision to adopt an annual frequency aligns with a prevalent trend among U.S. public companies, reflecting a general move towards increased shareholder engagement and oversight of executive pay.

Comparison to Industry Standards

• The decision by Old Second Bancorp to hold annual Say-on-Pay votes aligns with the majority practice among S&P 500 companies and other publicly traded entities in the U.S. Many companies, such as JPMorgan Chase & Co. and Bank of America Corporation, also conduct annual Say-on-Pay votes to maintain consistent shareholder engagement on executive compensation.
• This annual frequency is often preferred by institutional investors and proxy advisory firms like Institutional Shareholder Services (ISS) and Glass Lewis, who advocate for more frequent opportunities for shareholders to express their views on executive pay practices.
• The process followed by Old Second Bancorp, involving a shareholder vote on frequency and subsequent Board determination, is standard procedure as outlined by SEC regulations.

Corporate Governance

Stakeholder Impact

• Shareholders: Directly impacts shareholders by providing them with an annual opportunity to express their advisory opinion on executive compensation, increasing their voice in corporate governance.
• Management/Executives: Executive compensation practices will be subject to annual shareholder review, potentially influencing future compensation structures to better align with shareholder interests.

Next Steps

• The Company will continue to conduct non-binding advisory Say-on-Pay votes annually.
• The next required stockholder vote on the frequency of Say-on-Pay votes will occur at a future date, as mandated by regulations.

Key Dates

Recommendation

Keywords

Old Second Bancorp, OSBC, SEC filing, 8-K/A, Say-on-Pay, executive compensation, corporate governance, shareholder vote, annual meeting, proxy statement