HORIZON BANCORP, INC. 225 N. Lake Havasu Avenue Lake Havasu City, Arizona 86403

Transcription

1 HORIZON BANCORP, INC. 225 N. Lake Havasu Avenue Lake Havasu City, Arizona NOTICE AND PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 8, 2017 To our Shareholders: You are hereby notified that the Annual Meeting of Shareholders of Horizon Bancorp, Inc. (the Company ) will be held at 5:30 p.m. (registration begins at 5:00 p.m.) on June 8, 2017 at Shugrue's Bridgeview Room, Shugrue's Restaurant, 1425 McCulloch Boulevard North, Lake Havasu City, Arizona (the Meeting ). The Meeting will be held for the following purposes: 1. To elect eight (8) directors to serve terms of one year each and, in each case, until their successors are duly elected and qualified. 2. To ratify the engagement of Eide Bailly, LLP to serve as the auditors for the Company for the fiscal year ended December 31, To transact such other business that may properly come before the Meeting. The record date for shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof is the close of business on April 30, Shares of Common Stock can be voted at the Meeting only if the holder is present at the Meeting in person or by valid proxy. Regardless of the number of shares you own, your vote is important. In order to properly plan for attendance, please RSVP by calling the Company at (928) Management of the Company cordially invites you to attend the Meeting. Your attention is directed to the attached Proxy Statement. By Order of the Board of Directors Date: May 3, 2017 Gerald B. Ernst President and Chief Executive Officer Lake Havasu City, Arizona IMPORTANT Shareholders may DATE, SIGN and MAIL the enclosed form of proxy to us in the enclosed, selfaddressed stamped envelope in lieu of attending the Meeting.

2 HORIZON BANCORP, INC. 225 N. Lake Havasu Avenue Lake Havasu City, Arizona PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 8, 2017 This Proxy Statement and the accompanying proxy are being furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors (the Board ) of Horizon Bancorp, Inc., an Arizona corporation (the Company ), for use at the Annual Meeting of Shareholders of the Company (the Meeting ). The Meeting will be held at Shugrue's Bridgeview Room, Shugrue's Restaurant, 1425 McCulloch Boulevard North, Lake Havasu City, Arizona 86403, at 5:30 p.m. (registration begins at 5:00 p.m.), on June 8, This Proxy Statement and the accompanying proxy are being mailed beginning on May 3, 2017 to holders of common stock of the Company ( Common Stock ) as of April 30, 2017 (the Record Date ). Only those shareholders of record at the close of business on the Record Date will be entitled to vote. Cumulative voting is permitted in the election for directors, as described below. For all other purposes, each share is entitled to one vote. VOTING AT THE MEETING Each holder of record of Common Stock is entitled to cast one vote per share, except that cumulative voting is allowed with respect to the election of directors. See Cumulative Voting for Directors below. The presence, in person or by proxy, of the holders of a majority of the votes represented by the outstanding shares of Common Stock entitled to vote at the Meeting is necessary to constitute a quorum for the conduct of business at the Meeting. Abstentions will be counted as shares present for purposes of determining whether a quorum is present. Ross E. Johnson, the Chief Financial Officer of the Company, has been appointed by the Board of Directors to tabulate the number of shares represented, receive proxies and ballots, tabulate the vote and serve as Inspector of Elections for the Meeting. All shares of Common Stock represented by properly dated and executed proxies received prior to or at the Meeting and not revoked will be voted in accordance with the instructions indicated in such proxies. If no such instructions are indicated, such shares will be voted FOR the election of the nominees for directors stated herein. Any shareholder may revoke his or her proxy at any time prior to its use by filing with the Inspector of Elections for the Meeting written revocation of his or her proxy, giving a duly executed proxy bearing a later date or voting in person at the Meeting. Attendance by a shareholder at the Meeting will not in itself revoke his or her proxy. In addition to solicitation by mail, directors, officers and regular employees of the Company may solicit proxies by telephone or personal contact for which such person will receive no additional compensation. Companying institutions, brokerage firms, custodians, trustees, nominees and fiduciaries will be requested to forward solicitation materials to the beneficial owners of Common Stock held of record by them, and will be reimbursed for their reasonable forwarding expenses upon their request. The Company will pay all reasonable costs of the solicitation of proxies.

3 Because abstentions with respect to any matter (other than the election of directors) are treated as shares present or represented and entitled to vote for purposes of determining whether that matter has been approved by the shareholders, abstentions have the same effect as negative votes. Broker non-votes and shares as to which proxy authority has been withheld with respect to any matter are not deemed to be present or represented for purposes of determining whether shareholder approval has been obtained. Broker non-votes are limited proxies submitted by brokers or other nominees who do not have the required voting authority from beneficial owners. Cumulative Voting for Directors Cumulative voting for the election of directors is required under Arizona law. Cumulative voting entitles each shareholder to cast for a single nominee a number of votes equal to the number of directors being elected at the Meeting (in this case, eight) multiplied by the number of shares owned by such shareholder. In the alternative, the shareholder may distribute such votes on the same principle among two or more nominees as he or she sees fit. Directors will be elected by a plurality of the votes (determined under cumulative voting principles) cast by shares entitled to vote at the Meeting, which means that the eight nominees receiving the highest vote totals will be elected. Shares as to which authority to vote on the election of directors has been withheld and broker non-votes will not be counted as votes cast for nominees and will have no effect on the outcome of the voting for directors. Item 1 Election of Directors BUSINESS AT THE MEETING Under the Company s Articles of Incorporation and Bylaws, the Board of Directors has the authority to determine the size of the Board. The Board has nominated the eight current directors for reelection as directors of the Company. Directors elected at the Meeting will serve terms of one year and, in each case, until their successors are duly elected and qualified. Upon expiration of the applicable term, each Director (or his or her successor) will again be subject to election by the Company s shareholders. Unless authority is withheld, it is intended that all shares of stock represented by proxies in the form accompanying this statement will be voted in favor of the eight nominees named below. All nominees have agreed to serve if elected. If any nominee is unable or unwilling to serve as a nominee at the time of the Meeting, a proxy may be voted for the election of another person recommended by the Board of Directors, unless the shareholder executing such proxy withholds authority to vote for the election of directors. Required Vote Subject to cumulative voting rights, the election of each of the nominees for Director requires a plurality of the votes cast by the shareholders of Common Stock entitled to vote in the election at the Meeting, provided that at least a majority of shares are present at the meeting. An abstention will have the same effect as a vote withheld for the election of directors. The Board of Directors recommends a vote FOR the election of the nominees named below. Jo Navaretta Jo Navaretta is co-owner of J&J Leasing, Inc. dba J&J Property Management and Development since She and her husband sold the business they owned and operated for 30

4 years, Pitzer s One Hour Heating and A/C along with Benjamin Franklin Plumbing. Prior to that, Ms. Navaretta held the positions of paralegal in New York and Loan Officer/Assistant Manager for The Arizona Bank in Lake Havasu City. Ms. Navaretta is past President of the Lake Havasu Unified School District Governing Board, member of ASU Advancement Council and member and past president of Soroptimist International of Lake Havasu City and various other civic and charitable organizations. Hitendra Chauhan Dr. Chauhan is a practicing physician with Midwest Internal Medicine Group. He received his Medical Degree from the University of Zambia. Dr. Chauhan completed his residency and fellowship at the University of Health Sciences in Chicago. He has full medical staff privileges at Havasu Regional Medical Center and was past Chief of Staff. Gary Clausen Mr. Clausen is the president of PURE Choice MotorSports LLC. PURE Choice MotorSports LLC is a designer, manufacturer, and distributor of high quality specialty performance parts for the automotive, racing, and boating industries. Mark Durham Mr. Durham is a licensed contractor and president of Durham Construction Inc. Durham Construction Inc. is involved in developing both commercial and residential properties in Arizona. Mr. Durham is a graduate of Cal State University Long Beach School of Engineering. Gerald B. Ernst Mr. Ernst serves as President/CEO of Horizon Community Bank. He has served in the same capacity in banks in Arizona and Florida for the past 25 years. He has been in the banking industry since Mr. Ernst is a member of London Bridge Rotary, past president of Rotary and the past president of Western Independent Bankers Association, and has served as chairman or board member of numerous civic and charitable organizations. Martha Faibisoff Ms. Faibisoff is a Certified Public Accountant. A graduate of McGill University in Montreal, Canada, she is now retired after careers in pharmaceutical research, public accounting and medical practice administration. Jerry Johnson Jerry Johnson has been a licensed contractor for over 41 years. He is the president of J&P Development. J&P Development is involved in developing both commercial and residential properties in Arizona. Prior to moving to Arizona in 1988, he was also an information and education specialist in fire prevention for the U.S. Forest Service in the state of California. Thomas Asimou Mr. Asimou is an attorney in private practice in Phoenix, Arizona having founded Asimou & Associates, PLC in He represents financial institutions and individuals in business and estate and trust disputes. He received his B.A. from the University of Arizona, J.D. from the University of San Francisco, and his LL.M. in Taxation at the Boston University Law School. Item 2 Ratification of the engagement of Eide Bailly, LLP as the auditors for the Company for the fiscal year ended December 31, The Board of Directors has engaged Eide Bailly, LLP as the independent public accountants for the Company to audit the Company s consolidated financial statements for the fiscal year ended December 31, 2016, and recommends that the shareholders vote for ratification of such engagement.

5 Vote Required. Ratifying the engagement of Eide Bailly, LLP as the Company s auditors for the fiscal year ended December 31, 2016, requires the affirmative vote of the holders of a majority of the shares of the Company s Common Stock present in person or by proxy and entitled to vote at the Meeting. The Board of Directors recommends a vote FOR the ratification of the engagement of Eide Bailly, LLP as the auditors of the Company for the fiscal year ended December 31, Item 3 Other Business The items described herein are the only matters that the Board of Directors intends to present for a shareholder vote at the Meeting. Any other matter presented for shareholder consideration at the Meeting may be deemed not properly noticed for consideration by shareholders at the discretion of the Chairman of the Board. With respect to any other matter properly raised for consideration and voted upon by shareholders at the Meeting, the proxy holder will vote the shares represented by properly executed proxies at his or her discretion. Horizon Bancorp, Inc. Date: May 3, 2017 Gerald B. Ernst President and Chief Executive Officer