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HEARTLAND FINANCIAL USA INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

May 23, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(f) As indicated in footnote (3) to the Summary Compensation Table contained in the Proxy Statement for the 2014 Annual Meeting of Stockholders of Heartland Financial USA, Inc. ("Heartland") filed with the SEC on April 4, 2014 (the "2014 Proxy Statement"), the amounts contained in the Summary Compensation Table as Non-Equity Plan Compensation for the year ended December 31, 2013, reflected a 50% payout of the estimated total bonuses that might eventually be paid. The total bonuses (non-equity incentive plan compensation) for executive officers could not be finally determined as of the filing date, because a portion of the bonus was subject to downward adjustment by Heartland's Compensation/Nominating Committee based upon peer financial performance and peer median total compensation information for the year ended December 31, 2013. The data of peer financial performance and compensation for 2013 became available in April and early May 2014. Based on such data, the Heartland Compensation /Nominating Committee met on May 21, 2014, and approved the following payments to Heartland's top 5 named executive officers with respect to the year ended December 31, 2013:

Additional Total Non-Equity Plan Non-Equity Plan Total Name Compensation Compensation Compensation Lynn B. Fuller $ 145,772 $ 254,695 $ 1,054,644 David L. Horstmann $ 29,297 $ 50,391 $ 339,927 Kenneth J. Erickson $ 47,356 $ 98,952 $ 505,436 Douglas J. Horstmann $ 39,684 $ 78,273 $ 488,589 Brian J. Fox $ 36,401 $ 62,609 $ 369,710



Item 5.07 Submission of Matters to a Vote of Security Holders

(a), (b) Heartland held its Annual Meeting of Stockholders in Dubuque, Iowa, on May 21, 2014. At the meeting, James F. Conlan, Thomas L. Flynn and Kurt M. Saylor were elected to serve as Class III Directors (term expires in 2017). Continuing as Class I Directors (term expires in 2015) are Lynn B. Fuller, John C. Cox, Jr. and R. Michael McCoy. Continuing as Class II Directors (term expires in 2016) are Mark C. Falb, John K. Schmidt and Duane E. White. Additionally, the stockholders ratified the appointment of KPMG LLP as Heartland's independent registered public accounting firm for the year ending December 31, 2014, and approved a non-binding advisory proposal on compensation to Heartland's executive officers as described in the 2014 Proxy Statement.

There were 18,454,048 issued and outstanding shares of common stock entitled to vote at the annual meeting, of which 14,459,316 shares were present in person or by proxy, representing approximately 78% of the total issued and outstanding shares entitled to vote. The voting results on the above described matters were as follows: Broker For Withheld Non-Votes James F. Conlan 9,682,143 2,604,624 2,172,549 Thomas L. Flynn 10,672,856 1,613,911 2,172,549 Kurt M. Saylor 9,947,081 2,339,686 2,172,549 For Against Abstain Appointment of KPMG LLP 14,342,979 68,281 48,056 Broker For Against Abstain Non-Votes Approve compensation of executives 11,867,975 249,047 169,745 2,172,549 2



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Source: Edgar Glimpses