German American Bancorp, Inc. (GABC)
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Apr 28, 2026, 11:23 AM EDT - Market open
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AGM 2022

May 19, 2022

Mark Schroeder
Executive Chairman, German American Bancorp

Good evening. I'm Mark Schroeder, Executive Chairman of German American Bancorp, Inc., and I welcome you to the 2022 annual meeting of the corporation's shareholders. I will serve as chairman of this meeting, and I also appoint Bradley M. Rust, who's seated here to my left, who is the corporate secretary to serve as the secretary of this meeting and to keep the minutes. As indicated in our proxy statement, this meeting is being recorded for those who were unable to attend in person. The video replay will be available shortly after the meeting concludes, and can be accessed by visiting our investor relations section of the corporation's website. This replay will remain available for at least 30 days.

At this time, I would like to introduce the directors of German American Bancorp, Inc., some members of our regional advisory boards, and other guests who are present with us here this evening. First, let me introduce the four directors who will be standing for reelection to the board at today's meeting, and if you would, please stand as you are introduced. Standing for election for a term expiring at the 2024 annual meeting are Zachary W. Bobel. Next, we have D. Neil Dauby. Next, Dr. Sue J. Ellspermann. And our final director candidate standing for election to a three-year term is Thomas W. Seger. These four nominees will be standing for reelection later in this meeting. The other directors of German American Bancorp, Inc., who are not up for reelection this year, are as follows.

We also have several regional advisory board members who are with us today, including from our central region, Andrew Seger, Lauren Wilson, Kenny Frye, Jim Huebner, Jeff Brown, and Brad Dale. From our north region, we have with us this evening Tony Armstrong. Tony. Brian Drummond and Kerry Curry. From our south region, Todd Kanipe, Sarah Grice, and Bob Hilliard. I knew Bob was here. I saw you come in earlier, Bob. From our southeast region, Brian Linford, John Whitbeck, Bob Kleehammer, Dale Gettlefinger, Lonnie Collins, Devon Sharpe, and John Hollenbach. From our southwest region, we have Jeff Clark, Mike Hinton, Christine Keck, and Kyle Fields. Thank you to all of our directors for making the journey to Jasper and being with us this evening.

Last on our list of introductions, but certainly not least, we do have several other special guests present with us today. First, I would like to introduce two new members of the senior management team from our newest banking markets for the first time attending an annual meeting of shareholders. As a result of our acquisition of Citizens Union Bank on January first of this year, we have with us this evening Nicole Durbin, Senior Vice President and Senior Retail Officer. Nicole, would you stand? Thank you. Nicole is from our Shelbyville banking, Kentucky banking market. From our southeast banking region, which consists of the greater metro Louisville, Kentucky, market area, we have David Bowling. David, if you would stand. David is our Regional Chairman, and he is the former CEO of Citizens Union. Thank you both for being here.

Thank you for making the transfer to German American. I can tell you we're expecting big things from the Shelbyville market and from our broader expanded Louisville metro markets, and David and Nicole will play a critical role in our plans. Welcome to German American to both of you. With us this evening, I'm pleased to say we have a number of past German American Bancorp corporate directors. I'll start with Butch Klem, our immediate past lead director. Butch retired from the board last year. Lonnie Collins, who is staying on our advisory board, but Lonnie recently retired. I understand we have Chris Ernst. I haven't seen Chris. Hey, Chris. Good to see you. We also have Gene Miller with us. Gene's back there.

Bill Huffman, who I think is center aisle here. Thank you all. It's great to have former corporate directors join us at the meeting. With us this evening, we also have from our external audit firm, Crowe LLP, Jennifer McMahan, Kylie Cunningham, and Alexis Belcher. If we get any hard accounting questions, you know which direction they're going to go. Last but certainly not least, from our legal firm of Dentons Bingham Greenebaum LLP, our corporate counsel, on all banking and securities and merger and acquisition activity. We have with us Jeremy Hill and Brad Arnett. Thank you, gentlemen. Thank you for being here. Now, before we proceed with the meeting, there are several preliminary matters to which to attend.

First, we need to determine that a quorum is present. Brad, will you report the number of shares entitled to vote and the number represented at this meeting?

Bradley Rust
EVP and CFO, German American Bancorp

Mr. Chairman, as of the close of business on March 10, 2022, the record date for this meeting, a total of 29,423,043 shares of common stock of German American Bancorp, Inc., were outstanding and entitled to be voted, each of which is entitled to 1 vote. The total number of shares represented by proxy at this meeting is 23,712,884 shares, which is 80.59% of the shares entitled to vote. The certificate of election inspectors will include the votes, if any, of the shareholders voting in person today.

Mark Schroeder
Executive Chairman, German American Bancorp

Thank you, Brad. The majority of shares entitled to vote constitutes a quorum. Since the shares represented here today exceed 50% of the shares entitled to vote, a quorum is present, and I now officially call the 2022 annual meeting of the shareholders of German American Bancorp, Inc. to order. Today's meeting is being held pursuant to a notice mailed to all shareholders of record as of the close of business on March 10, 2022. The notice, along with the 2021 annual report, the proxy statement, and a form of proxy, was mailed on or about April 4, 2022. There are also three shareholders of the corporation who have been appointed to act as election inspectors for the matters to be voted on at today's meeting.

They are seated at the back right-hand corner of the meeting room, and they are Karen Erny, Mackenzie Granton, and Jan Ebelhar. Each of them has signed an oath in connection with serving as an inspector, and the secretary will file those oaths with the minutes of the meeting. The proxies solicited by the board of directors designated J. David Lett and Christina M. Ryan to vote the shares represented by those proxies. Mr. Lett will vote the proxies. The secretary has a true and complete list of all shareholders of the company entitled to vote at this meeting. This list will remain open for inspection during the course of the meeting.

I declare that the polls are now open and any shareholder of record present here today whose shares were not already voted by proxy, but who wishes to register a vote on any of the matters voted upon today, or any shareholder wishing to change a previously delivered proxy, may do so by visiting the election inspectors, again, to the back of the room over here, and completing the form of ballot during the next 30 minutes. The election inspectors will remain open for this purpose during this time. The secretary will file the certificate of inspectors with the minutes of the meeting and will also retain ballots and forms of proxy with the records of the company. You know, this completes our preliminary matters, and we are now ready to proceed with the business to be conducted at today's meeting.

The first order of business is the management report highlighting the company's performance during this past year of 2021 and providing you as shareholders an overview of management's plans and objectives going forward. I will make a few opening comments reviewing our company's 2021 successes, followed by a more detailed presentation of highlights on our 2021 financial results by Brad Rust, Senior Executive Vice President, Chief Financial Officer, and Chief Operating Officer. Brad will then be followed by Neil, our President and Chief Executive Officer, to make closing comments about 2022 and his vision for the future and what he sees in terms of our company's opportunities and challenges in the coming years. During the next 30 minutes, we will endeavor to provide you with a very thorough overview of the company's financial, operating, and financial and operating performance.

We will attempt to cover all aspects of our operations, and we'll address any questions or concerns you may have about your company's performance. We've allowed time at the end of our presentation today for you to ask questions you may have. I ask that you please hold your questions until the end of the presentation, as I expect we will answer most of those questions during various portions of today's report. One final item of housekeeping before we begin our management report is the inclusion of this forward-looking statement notice.

For those of you who've attended previous annual meetings, you'll recall that I've been preparing you for a number of years for the reality that our trend of successive record years would naturally come to an end at some point, as it quite honestly is unrealistic to expect every year will be a record year. The board has chided me, particularly Mr. Clem, when he was on the board, has chided me that I sounded a lot like an economist who has predicted 10 of the last two recessions, when I shared that message with you year after year at this meeting, and then we subsequently posted another record year. You know, I truly thought that the reset year had come in 2020 when the COVID-19 pandemic impacted every aspect of our operations.

I told Neil at the time, our incoming CEO, that his timing coming in as CEO was impeccable as it looked as if the reset year was going to happen on the last years of my watch rather than on the initial years of his watch. Well, as luck would have it, however, due in large part to the approximately $8 million in PPP loan fees, also known to bankers as manna from heaven, that we earned in 2020, along, quite honestly, with some very good planning by our CFO, Brad Rust, we were able last year to just barely squeak out another record year, increasing our earnings per share by just over 2%. I say last year, in 2020.

You know, we dodged the bullet in 2020, and we lived to fight another day in 2021. In 2021, we very unexpectedly experienced what I would call the flip side of the pandemic. As the economy, driven in large part by the economic stimulus from the federal government, came roaring back. During 2021, we recorded another $12 million of manna from heaven in PPP loan fees. We were also able to recover $6.5 million of pandemic-related loan reserves, which were booked in 2020 during the initial phases of the pandemic when, quite honestly, it was difficult to tell exactly where things were headed. Just for good measure, we picked up another $1 million in net security gains, which were made possible by the continuation of historically low interest rates.

Additionally, our balance sheet in 2021 grew by an unprecedented 20% of our average core deposits during the year relative to the average in 2020. This growth bodes exceedingly well for future earnings power. Now, the net result of these unusual positive earnings factors alongside very solid non-interest income and controlled operating expenses allowed us to report an increase in 2021 earnings per share of 35%, making 2021 another record year for German American. We're pleased to report that 2021 represented the 17th consecutive year of double-digit returns on shareholders' equity. The 12th consecutive year of record net income and earnings per share. Inclusive of the dividend increase announced in January of this year, the 10th consecutive year of increased dividends paid to shareholders.

Rather than setting up Neil as he begins his tenure as a CEO by having that reset year on my watch, I've had the privilege of enjoying what best can be described as an unbelievable finish to my career. In baseball parlance, 2021 for us was the equivalent of winning Game 7 of the World Series with a walk-off grand slam. I do apologize to Neil for not setting you up as we thought would be having that reset year on my watch. I also apologize for setting the bar at a level that admittedly, through some pure good luck, will make it almost impossible to duplicate on your first year as CFO. Neil, nevertheless, it has been a great way to go out so.

Now, before I hand the podium over to Brad, and to provide some more details about our 2021 performance and our 5-year performance trends. Brad will be followed by Neil, sharing his vision for the future of German American. I'm going to speak to you for one last time about the reality that not every year can be a record year for German American. The hard truth is that with over $20 million of non-recurring income items that we booked in 2021, it is highly unlikely that 2022 can exceed 2021's record performance. 2022 is off to a solid start. We fully expect it is going to be a very, very good year.

Neil and his team have positioned German American extremely well for future performance and success, which Neil will tell you more about in a few minutes. Neil and his team are appropriately focused on establishing the solid operating fundamentals that will drive core earnings going forward. They have 2022 off to an exceptionally strong start relative to the core earnings power of your company, which is much more important than one-time earnings events similar to that which we experienced in 2021. I've not done the math, and Neil and Brad both know I'll crank it.

As I look at it, when I look at what I consider core earnings in 2021 compared to what I think core earnings are gonna look like in 2022, while it may not look like it on paper, 2022 from a core earnings basis, I think will be yet another record year. The thing that I am most proud of is not the record performance we enjoyed last year, but rather what I'm most proud of is the seamless transition of leadership that occurred over the course of this past year. That is why we have chosen Shaping Our Future as a theme of our 2021 annual report.

Neil Dauby, Brad Rust, and this entire executive and senior management team are extremely dedicated to our customers, our communities, our company, and they are exceptionally well qualified to continue German American's proud tradition of success. At this time, I would like to introduce three members of that talented team who have taken on new responsibilities as part of our senior leadership transition as of January first of this year. On the executive management team, we have Executive Vice President and Chief Administrative Officer, Amy Jackson. Amy, would you stand? Thank you. Executive Vice President and Chief Digital and Information Officer, Clay Barrett. Clay, would you stand? Thank you. Also stepping into an expanded management, senior management role as of January first. We have with us this evening, Ann Brown, Senior Vice President and Director of Human Capital. Would you stand?

If I could I have the entire executive management, corporate executive management team and corporate senior management team, could you all stand? Thank you. I have the utmost confidence in the ability of this team. I am looking forward to watching all of them take our company to even higher levels of performance and success in the coming years. At this time, I will turn the podium over to Brad Rust, German American Senior Executive Vice President, Chief Financial Officer, and Chief Operating Officer, who'll provide a more detailed report on German American's 2021 financial report and the five-year trends of that performance.

D. Neil Dauby, President and Chief Executive Officer, will follow Brad to the podium to share his vision for the future of your company and his team's plans to take German American to even higher levels of performance and success in the coming years. Brad.

Bradley Rust
EVP and CFO, German American Bancorp

Good evening. It certainly goes without saying that over the past 2 years have been very interesting and challenging years. As you'll see on the chart, we've continued, as Mark's talked about, a trend of very strong performance, achieving record earnings for a 12th consecutive year with 2021 net income that totaled just over $84 million or $3.17 per share, which was a 35% increase over 2020. Again, as Mark also mentioned, it also represented the 17th consecutive year of producing double-digit return on shareholders' equity. The strong operating fundamentals or operating performance, I should say, during 2021 was driven by the fact that virtually every category of income and expense showed improvement in 2021 when we compare it back to 2020.

With the exception of a somewhat elevated level of non-interest expense, which was attributable to really non-recurring expenses associated with various initiatives that we undertook in 2021 to better position our company going forward. We'll discuss in more detail the various areas of operations over the course of the next few minutes. At year-end 2021, our total assets grew to $5.6 billion or 13% over year-end in 2020. This 13% growth in 2021 also matched our compound annual growth rate over the last five years of 13%. Our return on average assets improved to 157 basis points in 2021.

This level of ROA put us in the 85th percentile of similarly sized, high-performing peer group of Midwestern-based publicly traded bank holding companies that we regularly benchmark ourselves against. The balance sheet growth over the last two years was driven by significant deposit growth, resulting in historically high levels of liquidity on our balance sheet in the form of an increased investment securities portfolio, as well as in short-term liquid funds. This historically high level of liquidity on our balance sheet is also being experienced by most of the banking industry as a whole. I'll discuss the deposit growth just a little bit more in a few minutes. The loan portfolio has also grown steadily over the last several years, but has really flattened out over the past two years on an as-reported basis.

There were a few moving parts to explain the loan picture, the loan growth picture during 2020 and 2021. While our reported level of loans were relatively stable in 2020 and 2021, the company was a very active participant, as Mark alluded to, in the Small Business Administration's Paycheck Protection Program that provided low interest forgivable loans to qualifying businesses. During the first round of the PPP, during 2020, the company provided just over $350 million in loans to over 3,000 customers. In 2021, we provided another approximately $157 million in loans to over 2,600 customers.

At year-end 2021, of the total $500+ million in PPP loans originated over the past two years, only $20 million remained on the company's balance sheet. Despite the active origination of PPP loans, loan growth has been somewhat muted due to unprecedented levels of liquidity on both our commercial and our retail customers' balance sheets, resulting in the repayment of debt and historically low line of credit utilization by our customers. Still, having said all of that, excluding the PPP loan activity, we did grow our loan portfolio by about $86 million or 3% in 2021.

Even though we do, as a company, we continue to have a relatively heavy focus on commercial and agricultural lending, our loan portfolio continues to remain well diversified, evidenced by retail loans representing about 19% of our total loans at year-end 2021. Ag loans were 12% of our total loans. Commercial and industrial loans, C&I loans, were 21% of total loans, and commercial real estate was about 45% of our total loans. This level of diversification has remained relatively consistent over the past several years and really continues to be a primary factor in our sustained and very solid asset quality.

Speaking of asset quality, at year-end in 2021, our non-performing assets totaled just about $14.8 million or 26 basis points of total assets. Our non-performing assets have remained below our peer group and do remain at very manageable levels. Total deposits. At year-end 2021, our total deposits were $4.7 billion. That's an increase of $637 million or 16% in 2021. That follows a $677 million worth of deposit growth or 20% growth in 2020.

This $1.3 billion of deposit growth over the past two years was largely attributable to a combination of customer liquidity driven by government stimulus, related stimulus payments and programs, our participation in the PPP, as well as just generally deposits that have flowed into the bank that's really not all that uncommon during times of economic uncertainty, such as what happened as a result of the COVID-19 pandemic. Virtually all of the deposit growth that we've experienced over the past couple of years has been in non-interest-bearing demand and other types of non-maturity deposits. As indicated on this graph, you'll see non-interest-bearing demand deposits represented approximately 32% of our total deposits, which is up from 29% a year ago, and interest-bearing demand, savings and money market accounts were 61% of our total deposits, up from about 57% a year ago.

This type of deposit makeup has, and we feel will continue to serve the company well in providing a cost-effective funding source for our balance sheet. Our shareholders' equity has also grown very steadily over the past few years through strong earnings of the company with a five-year compound annual growth rate of 15%. In addition to steadily growing our capital base, as I've talked about earlier, we've produced a double-digit return on equity in each of the past 17 years with our reported return on average tangible equity at just under 16.5% in 2021.

Also, as Mark alluded to earlier in his comments, the steady increase in our capital base, fueled by strong earnings, has allowed the company to increase our dividends, our quarterly dividends in each of the past 10 years, including 2021, and again in the first quarter of 2022. We increased our quarterly dividend by $0.02 per share in the first quarter of 2022, following similar quarterly increases in each of the previous 4 years, while our dividend payout ratio has stayed in the 30% range during all this time. Our net interest income continues to be the company's single largest source of earnings and is currently one of, if not, the single largest headwind that the company's facing, and quite frankly, the industry's facing as a whole.

Having said that, we did see our net interest income increase by $5.6 million or 4% in 2021, due in large part to significantly higher level of earning assets resulting from the deposit growth we've experienced. A large part of the increase in net interest income resulted from a larger securities portfolio, fee recognition associated with our PPP loans, as Mark talked about. Again, just to reiterate, we recognized $12 million worth of fees in 2021 and $8 million in 2020. Of that $500 million in loans that we originated, we did receive $20 million worth of fees over the last two years. We also were very effective in reducing our cost of deposits over the last couple of years.

The headwind I mentioned really comes in the area of our net interest margin. As you'll see, it declined to 3.31% in 2021. This decline in margin over the past two years was largely the result of historically low interest rates and flatness across the yield curve, which has put continuous pressure on our earning asset yields, combined with significant levels of liquidity that we have been carrying on our balance sheet. Maintaining and improving the net interest margin and net interest income, again, it continues to present a significant challenge to the company, but a key driver to our future performance will be our ability to grow our deposit, our loan base as we face continuous pressure on our margin.

During 2021, the company recognized a negative provision for credit loss that totaled $6.5 million following the single largest annual provision in our company's history in 2020. The take-back of allowance, if you will, in 2021 was largely the result of adjustments for certain identified pandemic-related stress sectors of the portfolio and really the lack of emergence of loan losses within the loan portfolio. During 2020, the company adopted sweeping new accounting standard, which I talked about up here last year, for measuring allowance for credit losses commonly called CECL. That stands for Current Expected Credit Loss. This adoption, combined with the economic uncertainties that surrounded the pandemic during 2020, resulted in the company's recording the significant provision for credit loss.

As you'll see on the line graph, the level of net charge-offs have not yet emerged from the pandemic and did not significantly move from historic levels during 2020 or in 2021. As we continue to move further away from the worst of the pandemic and the economy continues to recover, we'll continue to closely monitor our level of allowance for credit losses and the corresponding need for additional provision. Non-interest revenue has shown steady improvement over the last several years. It increased approximately $5 million or 9% in 2021, and that followed 20% growth in 2020. The company's non-interest revenue sources are diversified with the most significant sources being interchange fees from credit and debit card activity. It's about 22% of the total. Wealth management fees, about 17%.

Insurance revenues, about 16%. Service charges on our deposit account's about 13%, and gain on sales of residential mortgages into the secondary market is another 14%. Over the last 5 years, the level of non-interest income as a percentage of total revenue has consistently been hovering in the mid-20% range including 2021. Growing these non-interest rate sensitive revenue sources will continue to be a key for us going forward, and for our financial performance as a means to mitigate what is the ever-present and significant pressure that remains on our margin. Again, we continuously always strive to expand our revenue base, but we do always place equal emphasis on controlling our operating costs.

In line with our goal of controlling costs, the company announced and executed on an operating optimization plan during 2021 that consisted of the consolidation of seven branch offices into other nearby branches, and the sale of two other branch offices in the Lexington, Kentucky market. This optimization plan was a result of ongoing monitoring of customer behaviors, including in-branch transactions versus digital transactions, among many other considerations. During 2021, our non-interest expenses increased $6.9 million or 6% on an as-reported basis.

When we exclude some of the non-recurring costs of $7.8 million during 2021 that were really associated with the optimization plan, just over $4 million, a non-recurring litigation settlement reserve, which was three million dollars, and some transaction-related costs associated with the Citizens Union transaction which closed on January 1 of this year of about three-quarters of a million dollars, adjusted non-interest costs declined approximately 1%. We've seen increases in our absolute levels of reported operating costs over the past few years, it has been due in large part to some of the merger and acquisition activity that took place in 2018 and 2019.

We did see marked improvement in our efficiency ratio in 2020 and 2021 due to efficiencies that we've been able to achieve, as well as overall revenue growth. There are two sides to the equation on an efficiency ratio. Maintaining and controlling our operating cost structure has always been, but certainly in a time of lower net interest margins, will continue to be a key driver to our outstanding operating performance. Finally, we'll come back to the last slide again, or the first slide, which is the last slide. In summary, as we previously mentioned, we've continued a trend of very strong operating performance, evidenced by 12 successive years of record earnings and 17 consecutive years of posting double-digit return on shareholders' equity. Thank you, and I'll now turn the presentation over to Neil.

D. Neil Dauby
President and CEO, German American Bancorp

Thank you, Brad. Good evening to everyone. I'm D. Neil Dauby, President and CEO of German American Bancorp, Inc. After Mark's comments, I think I'm excited to be here this evening. I'm not sure. 2021 was indeed a great year for German American, as Mark and Brad have discussed in their earlier presentations. German American fared extraordinarily well through the challenging and sometimes fearful pandemic years of 2020 and 2021. Don't let Mark Schroeder fool you with his lucky commentary. You don't accomplish 17 consecutive years of record net income and earnings by chance, especially through tumultuous times like a great recession and the pandemic. We'll talk a little bit more later in the program on that. What now? Where does German American Bank go from here?

Heading into 2022, there was continued optimism in the banking industry as supply chain bottlenecks were expected to free up later in 2022 to meet robust demand in the marketplace. As a result, loan growth was emerging and expectations of some two to three modest rate hikes would start benefiting most banks' net interest margins and profitability. In late February, Russia invaded Ukraine, and more recently, China tightened down its zero-tolerance COVID restrictions in Beijing and Shanghai, both creating geopolitical impacts that changed that economic outlook for 2022 and beyond. Supply chain issues worsened and extended indefinitely. The labor market tightened even further. Red-hot inflation took off running well over 8%, driven by increasing wages, energy, food, and most every category that you could think of.

This growing inflation triggered a more significant rising rate environment as we moved from a 50-75 basis point increase projected in early 2022 to a now projected seven increases in 2022 for a possible 250 basis point increase. All of which is now generating discussions of a looming recession. The pandemic changed banking in the world forever, competitively, operationally, regulatorily, digitally, and technologically. To add to this, the economy is once again throwing a curve ball requiring strategic reaction and adaptation. What I can do is assure you that the German American team has and always will be ready to react and adapt to this ever-changing landscape and the challenges and opportunities that it will bring.

To prepare for a post-pandemic world, we needed to develop a roadmap of how our organization needed to change to be successful for the future in providing banking, insurance, investments, and wealth management products, services, and experiences to our customers and clients. Once again, our competition is not the bank or the credit union down the street you see, it is who you can't see. Big retail, big tech, fintech, and digital-only challenger banks leveraging their digital technology to enter invisibly into our markets and provide the exact same banking services that we do for our customers today.

This roadmap is the German American five-year strategic plan that was developed by our team over the course of 2021, focusing on four key strategic pillars that we need to do and we need to win at in order to continue our success as an organization against the new challengers in the high-tech, highly competitive world of financial services. Those four strategic pillars are as follows: growth and financial performance, people and culture, customer experience, operational effectiveness. They are all actually interconnected together. Digitization and technology will touch all these focus areas as well. Let me share a few strategic plan initiatives under these goals. Growth and financial performance.

We had identified on our strategic plan how we might leverage the strong currency of our stock price, our strong liquidity, and our strong capital position to drive strong organic growth and strong growth through acquisition. This strategic initiative, along with the importance of scale to generate efficiencies and drive revenue by entering into new markets, was partially executed on January 1, 2022, with our acquisition of Citizens Union Bank of Shelbyville that was led by David Bowling and Nicole Durbin that was recognized earlier this evening. As a result, we grew our asset base by $1.1 billion or about 20% of the size of German American.

This acquisition placed us in eight additional Kentucky counties, six of those being the fastest-growing counties in the Commonwealth of Kentucky, whereby providing us with a strong foundation to expand and grow in the greater Louisville market. Another initiative we accomplished was establishing a new loan production office in Greenwood, Indiana, which is Johnson County, south of Indianapolis, early in the second quarter of 2022, that will also position us for continued growth around in the outer Indianapolis area. The LPO will be led by our market executive, Mike Sorrells. Mike, if you would please stand up, be recognized. Mike is a great asset to us, and we're excited about what he can do for us in that greater Indianapolis market. Thank you, Mike.

There is also plenty of organic growth potential in our existing markets, where we have expanded over the years with strategic plan initiatives to use data, technology, and people to drive ongoing growth and performance in these existing market areas. Our strategic plan continues to focus on the area of people and culture. We are our people, and we are extremely proud of our winning team. With a tight and aggressive labor market, it is even more critical to retain, develop, and invest in the best to provide that value-added, high-touch experience to our customers and to our clients. Speaking of talent that is so vitally important to the success of our organization, we have a couple of individuals with us this evening that have recently retired or will be retiring this week.

These individuals have been real differentiators for German American and make us the high-performing organization that we are and have been over the years. One obviously is Mark Schroeder, our retiring former CEO, that we will make remarks later in the program. The other is Charlie Fleck, who is with us this evening. Charlie, would you please stand? Charlie was our regional credit officer serving a large part of our footprint and was key in instilling our credit culture to newly acquired banks. He has been invaluable to German American for decades, instilling the strong credit culture that German American is known for. Please, let's give Charlie a round of applause for all his hard work. Thank you, Charlie.

In order to continue to attract and retain talent such as Charlie, our strategic plan will focus on initiatives such as career path development, employee well-being, work-life balance, diversity, equity, and inclusion, communication, empowerment of our team members, just to name a few. Our strategic plan recognizes also and addresses the future is converging to the customer experience, making it paramount to be more convenient and easier than ever before for our German American customers and clients. Customers' needs and expectations continue to rise, requiring us to deliver a positive customer experience across multi-channel products and services. Our strategic plan recognizes that every business decision will have the customer in mind. Through leveraging data and technology, we will have a deeper understanding of where, when, and how our customers want to interact with German American.

Our initiatives focus on digital talent, processes, fintech partnerships, and technology that will provide product innovation, speed of delivery, and the real-time payments and processing needs of our customers. Our strategic plan focuses on operational effectiveness using technology, data analytics, process improvement, and people development to drive cost optimization and a sustained culture of continuous improvement through a framework that supports engagement, accountability, and an overall daily mindset of continuous improvement. Our strategic plan addresses many other areas of challenges and opportunities that are prevalent in today's environment. I just wanna list a few for you that are coming at us. The impact of expanded regulatory oversight that could not only increase our costs, but also put downward pressure on our fee income. Continued risk of cyberattacks and fraud. Expansion of digital assets and cryptocurrencies into the financial system. Environmental, social, and governance advancements.

As you can tell, the banking industry is evolving and changing at lightning speed every day. I can assure you that our German American team will continue to meet these challenges head-on and take advantages of the opportunities that come along with such changes in order to maintain our status as one of the nation's leading community banking, insurance, wealth management, and investment organizations, and continue to provide value to our employees, our customers, our communities, and most importantly to you, our shareholders. Our vision of German American in the future is this, a diverse, inclusive, and sustainable organization that is a financially strong, growing, and high-performing community-focused bank with highly talented, value-added professionals, empowered with local decision-making and local entrepreneurship. Our high-touch experience will be reinforced with a strong digital culture, strong sales culture, strong credit culture, and overall culture of efficiency and process improvement.

We will continue to grow and expand. We will grow our people. We will grow our customer and our client base. We will grow our communities, and we will grow value to our shareholders. Thank you for being with us this evening and for your continued investment in German American. Now I'd like to turn the program back over to Mark Schroeder. Thank you all.

Mark Schroeder
Executive Chairman, German American Bancorp

Thank you for your attention. Brad and Neil and I, myself, went through that presentation. That does conclude our management's comments. What I'd like to do at this point, as I promised you, I'd like to open the floor to any questions that you may have about our 2021 results and performance or about any of our plans for future success. Anybody have any questions? Butch, surely you gotta have a question. He's been waiting to sit in the audience where he could pepper us with questions for years. Okay, easy crowd. You guys wanna get to that liquor, don't we? Okay, if there are no further questions, we'll turn back to the business portion of today's meetings.

The voting polls are, I declare they are now officially closed. As set forth in our proxy statement, there are two proposals for consideration at today's meeting. Proposal number one, the first proposal is for the election of directors, as more fully described, beginning on page five of the proxy statement. Our board of directors is divided into three classes, with the terms of the members of one class expiring each year. At today's meeting, there are four directors to be elected for a three-year term to hold office until our 2020. Let's see, we got 2023 annual meeting. That can't be right. We're three years and we're 2022. I think a 2025 annual meeting, Counselor, does that sound right? Thank you. The board of directors of the corporation has recommended the election of four per...

of the four persons who are listed in the proxy statement. These nominees who were introduced earlier are Zachary W. Bawel, D. Neil Dauby, Sue J. Ellspermann, and Thomas W. Seger. The second item for voting today is the approval by a non-binding advisory vote of the appointment of Crowe LLP as the corporation's independent registered public accounting firm for the year ending December 31, 2022, as more fully described on page 51 of our proxy statement. With each matter having been identified, I now ask Director Lett, a representative of the proxy committee, to provide a voting report for the election of the directors of the corporation.

David Lett
Director, German American Bancorp

Mr. Chairman, based upon the votes cast by proxy and in person at this meeting, each nominee for director has received at least 15,528,357 shares voted in favor of their election.

Mark Schroeder
Executive Chairman, German American Bancorp

Thank you. Because these four nominees are the only nominees for the four seats on the board of directors that are open for election at this year's annual meeting, and they have received at least the number of votes in favor of their election as reported at this meeting, each nominee received a plurality vote of the common shares represented in person or by proxy and entitled to vote at this meeting. As a result, I declare that Dr. Ellspermann and Messrs. Bobel, Dauby, and Seger have each been duly elected as a director of German American Bancorp to serve the previously stated term and until their successor has been elected and qualified. Gentlemen, and Sue, thank you. Mr. Lett, let's please continue with the voting report.

David Lett
Director, German American Bancorp

Mr. Chairman, based upon the votes cast by proxy and in person at this meeting, no fewer than 23,043,682 shares have been voted in favor of the approval of the appointment of Crowe LLP as the corporation's independent registered public accounting firm for. Should that be 2022?

Mark Schroeder
Executive Chairman, German American Bancorp

22, yes.

David Lett
Director, German American Bancorp

Okay.

Mark Schroeder
Executive Chairman, German American Bancorp

Thank you. Because the majority of the votes present in person or by proxy at this meeting has voted in favor of proposal number two, I hereby declare that such proposal has passed, and the appointment of Crowe LLP as the corporation's independent registered public accounting firm for the year ending December 31, 2022, has been approved by the shareholders.

I hereby direct that the final report of the inspectors of election be filed with the minutes of this meeting. Now, before we adjourn tonight's meeting, I would be remiss if I didn't recognize an individual who has been an integral part of our transformation and success over the past 20-plus years, and is retiring from our corporate board of directors at the conclusion of tonight's meeting. D avid Lett, our most tenured corporate director, joined the board of German American Bancorp in 2000. Obviously, Dave has been with me for virtually my entire time as CEO, and he has been an invaluable asset to me as well as to the full board. All of the board members today, when they joined the corporate board, Dave Lett was there.

His counsel, guidance based on extensive institutional knowledge, has helped us navigate the impressive level of growth that we have enjoyed during his tenure on the board. He has served as a member of the Governance and Nominating Committee, and chairs our Audit and Finance Committee. He's practiced law for over 30 years in the law firm of Lett and Jones, providing legal services to a wide range of individual, governmental, and organizational clientele in Martin, Daviess, and Dubois counties. David's knowledge of these areas of our footprint, combined with his lengthy institutional knowledge in the areas of corporate governance, capital management, and interest rate risk, will certainly be missed. It is with great gratitude that on behalf of you, our shareholders, our board of directors, our officers, and our staff, I present. As soon as Terry hands it to me.

David, I'd like to present you with this keepsake clock as a remembrance of your time on the German American board. Sir, thank you.

David Lett
Director, German American Bancorp

Those were very kind words. Thank you, Mark. It has been an honor to serve German American since 2000. I'd like to take a lot of credit for everything Mark's done, but he's done it on his own. I've dealt with a lot of great these present directors and the former directors. They've been terrific people to work with. It's been a pleasure to work with them. I wanna thank my wife, Lenny. She's put up with scheduling meetings and events and working around them. I wanna thank Chris Ernst. She made a special trip to come tonight, she said in my honor, so I do thank that. I also wanna thank Terry. This is the person that runs German American.

I also wanna say that every day, every team member of German American that comes to work and buckles down and does everything, they are the reason for our success. I wanna thank every one of those persons, because they have been terrific, and they are a big part of our success. The last thing I wanna do, I was telling Thomas W. Seger earlier, I've done a lot of things in my 22 years, but I'm going to take credit for one thing. When I started my first annual meeting, we were in a meeting room about 25% of the size of this room. It was at 10:00 A.M., and we had coffee and donuts. I am going to take credit for the fact that you're going to have food and drinks at the conclusion. Thank you for everybody.

D. Neil Dauby
President and CEO, German American Bancorp

Congratulations and thank you, Dave. Before our Executive Chairman proceeds with the closing of tonight's annual shareholder meeting, I want to take the opportunity to make a few more brief comments and recognize Mark Schroeder, who has served as our CEO for 23 years and our company for 50 years. Explaining what Mark has meant to the company is not easily done. The legacy he has built over the past five decades, starting as a vault teller in 1972 until his retirement this week, is second to none. Mark's retirement caps an incredible span where his guidance, discipline, and visionary leadership has led German American to exemplary growth and success.

Often during tumultuous times, such as 9/11 in 2001, the Great Recession and stock market crash in 2007 through 2009, and most recently in 2020 and 2021 with the coronavirus pandemic, but those are just a few. He kept a steady hand at the helm as he steered our company to continued growth and consistent double-digit returns for our shareholders, even during those times. As you will see in the following presentation, the geographic boundaries of Jasper and Dubois County were not enough to keep Mark from taking the successful German American community banking model and brand to many other places with like-minded community banks. Mark's leadership has built an incredibly strong culture over decades. A culture of community support and involvement.

A culture of high performance. A culture of teamwork. A culture of accountability. A culture of relationship building inside and outside the walls of German American. A culture of empowerment, and the list goes on and on. Great culture begins with great leadership and does not happen overnight. It's focused, it's intentional, it's instilled hire after hire, generation after generation, acquisition after acquisition. A strong culture is even more critical in today's tight labor environment to retain and attract the talent of today, as well as attract strong M&A candidates. Our great culture is one of the reasons we have been so successful, and Mark Schroeder has helped build that culture. He has led our institution to the highest of highs in banking industry with many accolades along the way.

Just a few of those pinnacles was being named as one of the three nationwide Community Bankers of the Year in 2016 by the American Banker magazine. Being only one of 12 community bankers in the entire country to meet with President Obama at the White House during the Great Recession. He has been a pillar in the banking industry and is well-known, not just within German American, but throughout the state and throughout the country. He has advocated for communities and community banks at all levels, serving in key leadership roles along the way. Mark has accomplished all this with great humility, giving all credit to the team in the room and none unto himself. The best description that encapsulates Mark's leadership style comes from one of Mark's favorite books.

David Lett
Director, German American Bancorp

A lot of you know it in the room, which is Jim Collins' Good to Great, setting forth level five leadership. I agree with this, and I think most of us in the room that work in German American understand that this describes Mark Schroeder to a T. A seemingly ordinary person quietly producing extraordinary results. Mark has been a great mentor to me, preparing me for my new leadership role. He has mentored many in this room this evening, and hundreds of people inside and outside of German American over his career. Mark, you will forever be a part of the German American family and the author of one of its longest and greatest chapters.

D. Neil Dauby
President and CEO, German American Bancorp

On behalf of the entire German American family, we thank you for your dedication, your commitment, and your leadership to your employees, your customers, your shareholders, and your community for over 50 years.

Thomas Seger
Director, German American Bancorp

This is the resolution of appreciation, Mark, that everyone has in the room for you, and it goes as is. Whereas Mark Schroeder has tirelessly served the German American family of companies with great distinction for 50 years. Whereas German American has greatly benefited from Mark Schroeder's work on behalf of its employees, clients, communities, and shareholders. Boy, have you really filled out the communities. You're a community man. Whereas Mr. Schroeder has greatly contributed to the best-in-class culture of German American as a result of his level 5 leadership. There's that five a gain. Whereas the board of directors of German American Bank wishes to express its great appreciation to Mr. Schroeder for his leadership, vision, and deep understanding of the marketplace and his commitment to our communities and community banking. Whereas Mr.

Schroeder's outstanding contributions throughout his many years of service will be long remembered by the board of directors and officers of German American Bancorp, Inc. Now, therefore, be it resolved that German American Bancorp, Inc. hereby expresses its respect and gratitude to Mark Schroeder for his commitment and dedication on behalf of this organization as chairman and chief executive officer of the corporation.

D. Neil Dauby
President and CEO, German American Bancorp

Thank you, Tom.

Thomas Seger
Director, German American Bancorp

Thank you. You're good, Mark.

Mark Schroeder
Executive Chairman, German American Bancorp

Thank you all very much. You know, it's been a great ride. You know, when I walked in as an 18-year-old, 50 years ago, this coming Sunday, as a vault attendant, never dreamt that I would achieve to the level of being CEO of that German American Bank, much less this German American Bank. It's due to certainly our team. It's due to our board, and it's due to all of you, as shareholders. It has been my honor and my privilege to serve not just our employees, not just our board, not just our shareholders, but our customers and our communities. It has been absolutely an honor, and I very much thank you. Now, I do wanna go. Tom, you went off script.

I wanna go off script. Terry, will you pull that picture of me back up, the about three slides ago?

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