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GERMAN AMERICAN BANCORP, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 19, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

German American Bancorp, Inc. (the "Company") held its annual meeting of shareholders on May 15, 2014. At the meeting, the holders of 13,175,350 of the Company's common shares were entitled to vote. Matters voted upon at the annual meeting were as follows:

1.



Election of three directors, each to serve until the 2017 annual meeting of shareholders;

2.

Approval, by a non-binding advisory vote, of the compensation of its executive officers named in the Company's proxy statement for the annual meeting; and

3.

Approval, by a non-binding advisory vote, of the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

The final results of the votes taken at the annual meeting were as follows:

Proposal 1: Election of Three Directors for Terms Expiring in 2017:

Director's Name Votes For Votes Withheld Broker Non-Votes Christina M. Ernst 7,833,557 104,576 2,425,040 M. Darren Root 7,839,585 99,471 2,425,040 Mark A. Schroeder 7,839,032 100,024 2,425,040



Proposal 2: Approval, by a Non-Binding Advisory Vote, of the Compensation Paid to the Company's Named Executive Officers:

Votes For Votes Against Votes Abstained Broker Non-Votes 7,650,848 177,321 110,886 2,425,040 Proposal 3: Approval, by a Non-Binding Advisory Vote, of the Appointment of Crowe Horwath LLP as the Company's Independent Registered Public Accounting Firm for 2014: Votes For Votes Against Votes Abstained Broker Non-Votes 10,245,395 40,566 78,135 -0- 2



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Source: Edgar Glimpses


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