German American Bancorp, Inc. 2024-2025 Proxy Voting Records

Description as filed by funds: Election of Directors: D. Neil Dauby

German American Bancorp, Inc.’s own tally for this item (“Elect Director: D. Neil Dauby”): 21,988,666 for, 373,701 withheld, per its Form 8-K filed April 29, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final results of the votes taken at the annual meeting were as follows: Proposal 1 – Election of four (4) directors to serve until the 2028 annual meeting of shareholders: Each director nominee was elected to the Company's Board of Directors by a plurality of the votes cast among all nominees.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 10,277,893 for, 113 withheld, 0 abstained.

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

Description as filed by funds: Election of Directors: G. Scott McComb

German American Bancorp, Inc.’s own tally for this item (“Elect Director: G. Scott McComb”): 22,014,782 for, 347,585 withheld, per its Form 8-K filed April 29, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final results of the votes taken at the annual meeting were as follows: Proposal 1 – Election of four (4) directors to serve until the 2028 annual meeting of shareholders: Each director nominee was elected to the Company's Board of Directors by a plurality of the votes cast among all nominees.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 10,278,006 for, 0 abstained.

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

Description as filed by funds: Election of Directors: Susan J. Ellspermann

German American Bancorp, Inc.’s own tally for this item (“Elect Director: Susan J. Ellspermann”): 21,832,213 for, 530,154 withheld, per its Form 8-K filed April 29, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final results of the votes taken at the annual meeting were as follows: Proposal 1 – Election of four (4) directors to serve until the 2028 annual meeting of shareholders: Each director nominee was elected to the Company's Board of Directors by a plurality of the votes cast among all nominees.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 10,278,006 for, 0 abstained.

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

Description as filed by funds: Election of Directors: Zachary W. Bawel

German American Bancorp, Inc.’s own tally for this item (“Elect Director: Zachary W. Bawel”): 20,377,450 for, 1,984,917 withheld, per its Form 8-K filed April 29, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final results of the votes taken at the annual meeting were as follows: Proposal 1 – Election of four (4) directors to serve until the 2028 annual meeting of shareholders: Each director nominee was elected to the Company's Board of Directors by a plurality of the votes cast among all nominees.”
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 8,701,620 for, 1,576,385 withheld, 0 abstained.

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

Description as filed by funds: to consider and vote upon a proposal to approve the Agreement and Plan of Reorganization, dated as of July 29, 2024 (the "merger agreement") by and among GABC, Heartland BancCorp, an Ohio corporation ("HLAN"), Heartland Bank, and German American Bank, including the issuance of shares of GABC common stock to shareholders of HLAN as contemplated thereby (the "GABC merger proposal"); and

German American Bancorp, Inc.’s own tally for this item (“1. GABC Merger Proposal. Proposal to approve the merger agreement, including the issuance of shares of GABC common stock to shareholders of HLAN as contemplated thereby (the "GABC merger proposal")”): 19,776,519 for, 179,254 against, per its Form 8-K filed November 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 9,566,519 for, 30,490 abstained.

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

Description as filed by funds: to approve one or more adjournments of the special meeting if necessary to permit further solicitation of proxies in favor of the GABC merger proposal, or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to the holders of HLAN and GABC common stock (the "GABC adjournment proposal").

German American Bancorp, Inc.’s own tally for this item (“2. GABC Adjournment Proposal. Proposal to approve one or more adjournments of the special meeting if necessary to permit further solicitation of proxies in favor of the GABC merger proposal, or to ensure that any supplem”): 19,001,614 for, 918,475 against, per its Form 8-K filed November 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 58 asset managers below reported 8,922,132 for, 643,100 against, 30,490 abstained.

Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.

Description as filed by funds: TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

German American Bancorp, Inc.’s own tally for this item (“2. Approval, on an advisory basis, of the compensation of the Company's named executive officers”): 21,533,930 for, 518,308 against — passed, per its Form 8-K filed April 29, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The compensation of the Company's named executive officers was approved by a majority of the votes cast.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of the votes cast”).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 60 managers: 10,182,078 for, 95,928 against, 0 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 158 managers: 9,231,845 for, 207,784 against. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: TO APPROVE, ON AN ADVISORY BASIS, THE APPOINTMENT OF CROWE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2025

German American Bancorp, Inc.’s own tally for this item (“3. Approval, on an advisory basis, of the appointment of Crowe LLP as the Company's independent registered public accounting firm for 2025”): 30,034,381 for, 507,177 against — passed, per its Form 8-K filed April 29, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3: Approval, on an advisory basis, of the appointment of Crowe LLP as the Company's independent registered public accounting firm for 2025:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 58 asset managers below reported 10,264,828 for, 10,634 against, 0 abstained.

Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.