German American Bancorp, Inc. (GABC)
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Apr 28, 2026, 11:23 AM EDT - Market open
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AGM 2021

May 20, 2021

Speaker 1

Good evening, ladies and gentlemen. I'm Mark Schroeder, Chairman and Chief Executive Officer of German American Bancorp, Inc, and I welcome you to the 2021 Annual Meeting of the Corporation's Shareholders. With the continuing challenges of hosting a meeting of this type, we've again, this year, added the capability for shareholders and the public to remotely view and hear tonight's meetings and presentations. So we welcome all of you who are here and all of you who are attending remotely. I will serve as Chairman of this meeting and also appoint Neil Bilby, who is the Corporation Secretary, to serve as the Secretary of the meeting to keep the minutes.

At this time, I would like to introduce the directors of General American Bancorp, Inc, members of our regional advisory boards and other guests who are present with us here this evening. First, let me introduce the 4 directors who are standing for reelection to the Board of Directors at today's meeting. And if you would please stand as you're introduced, standing for an election for a term expiring at the 2024 Annual Meeting are Mark DeFein. Mark has served as a Director of the company since we have been working closely with the company. We currently serves as the Chairman of the Credit Risk Management Committee.

He has practiced business law in Evansville since 1984 and was a founding partner of the law firm of Rudolph Fine, Porter and Johnson in Evansville. Rudolph Fine, Porter and Johnson merged in 2014 with Jackson Kelly PLLC. Mr. Fine is currently a member of the Executive Committee of Jackson Kelly and his broad business knowledge, including the business of banking and his deep involvement in the Evansville Business and Civic Communities is of a tremendous benefit to our Board. Next, Jason M.

Kelly. Jason was appointed the Board in 2019 after being recruited by the Governance and Nominating Committee. He presently serves on the Audit Committee and is the Chief Financial Officer of Jasper Holdings, Inc, the parent company of Jasper Engines and Transmission, a 100% associate owned 78 year old Jasper, Indiana based company with over 3,200 employees nationwide. His extensive experience in real estate, operating successful and growing businesses within our markets and his solid base of banking experience and understanding of the company's business model and our culture bring value to our Board and to the company. Next, Christina M.

Ryan. Chris was appointed to our Board in October 2019 after previously having served on the local advisory board for our Southwest region. Ms. Ryan is the Chief Executive Officer and Chief Nursing Officer at the Women's Hospital in Newburgh, Indiana, which is part of the Deaconess Health System. She brings health care industry knowledge to our Board as well as insights into economic development initiatives in our growing banking markets in the southwestern part of the state.

And our final director candidate standing for election to a 3 year term tonight is Tyson J. Wagler. Tyson? Tyson was appointed to our board in October 2019 after previously having served on the local advisory board for our West region. He currently serves on our audit committee.

Mr. Wagler is a partner in Freddie and Wagler LLC, a Washington Indiana based CPA firm, which offers a wide range of tax and accounting services for individuals and a variety of businesses. He has over 16 years of experience in the accounting profession and his extensive experience in tax and accounting services as well as his services on our bank's advisory board enable him to be a significant contributor to our corporate board. These four nominees will be standing for reelection later in this meeting. Thank you.

Thank you, all 4 of you. Other directors of German American Bancorp, Inc. But who are not up for reelection this year are, and if you would also please stand, Zachary W. Bobble, U. Butch Clem, J.

David Lett, Lee A. Mitchell, Chris A. Ramsey, M. Darren Root, Thomas W. Sager, Jack W.

Shidler, Ray W. Snowden, something with the middle W initial, and myself, Mark Schroeder. We also have several regional advisory board members who are with us today. And I'm going to make sure I try not to miss anybody. Jim Huebner from our South Central region.

I saw Jim was here earlier. Jeff Clark from our West region. Is Jeff here? Jeff, welcome. And Kyle Fields and Gene Pfeiffer from our Southwest region, seated together over here to our right.

Did I miss any of our advisory board members? All right. Not. Well, thank you also for joining us. Last on our list of introductions, certainly not least, we have several other special guests present with us today.

1st, I would like to introduce the senior management team from our newest banking region from the Greater Bowling Green, Kentucky market area. And we would have done this last year, but because they joined us in July of 2019, but obviously last year was very slim in terms of attendance here. As I said, in July of 'nineteen, we purchased Citizens First, combining it with our existing branch network in Bowling Green and Franklin, Kentucky. Joining us tonight from our Bowling Green senior management team are Regional President, Todd Knipe. Todd?

Kim Thomas, Regional Senior Vice President of Retail Banking. Thank you, Kim. Along with Charles Fleck, Regional Executive Vice President and Commercial Credit Officer. Charlie? Todd and Kim really exemplify what we look for when we're opening a new market area for the company.

They are both lifelong Bowling Green Bankers who are extremely well connected and respected in the market. And our community banking model needs bankers like Todd and Kim to make it work. And we're just pleased as we can be to have them on our team. I want to say a few things also about Charlie. Charlie has been introduced over the years at these shareholder meetings as part of the management teams of the majority of our new markets.

Keith Linebaugh and I did an account today and Charlie is on his 5th tour of duty in terms of helping the management teams and the commercial bankers who are new to German American integrate into our culture and our organization. I've always been amazed at Charlie's ability to do that in a manner that's most effective and seen as an asset by those new team members. Charlie takes what can be a very difficult job look and he makes it look easy. So Charlie, thank you for all you've done to make our new team members very quickly feel like part of your American family in Bowling Green. So Charlie, thank you very much.

Also with us this evening are past GABC Corporate Directors, Bill Huffman and Gene Manion. I know Bill is right here and Gene right there. So welcome to both of you. I also saw Jenny Monahan with Crow. Jenny, I saw you come in.

Brian Clevenger, is he here? You're flying solo. So you're taking tax and audit questions tonight, right, Jenny? All right, Jenny, thank you. Connecting remotely and joining us today also are our legal counsel, Jeremy Hill and Brad Arnett of the firm Denton Bingham Greenbaum LLP.

Now also, as I thought about, okay, the introductions, we've had a number of internal promotions and changes over the last 2 years. And I'm not going to touch on all those, but you all know who you are. A number of folks who we've elevated internally to the senior VP level, corporate senior VP level. I'll point out a couple. Jane Balsmeyer at the back of the room, running the camera is one of those, Amy Jackson here to my left, Clay Barrett, Ed Erickson.

So a number of changes along those lines. Along the banking line, we do have we've had a new President in our North region, Cindy Killarney, and I saw Cindy earlier. Cindy, back there. So Cindy joined us right in the face of COVID about a year ago. And Cindy's claim to fame is that she's a Du Bois County native, which we didn't know until we had interviewed her.

So thank you, all of you, and welcome. So now before we proceed with the meeting, there are several preliminary matters to which to attend. First, we will need to determine that a quorum is present. Neil, will you please report the number of shares entitled to vote and the number represented at this meeting?

Speaker 2

Mr. Chairman, as of the close of Business Day, March 11, 2021, the record date for this meeting, a this meeting. A total of 26,502,157 shares of common stock of German American is 85.21 percent of the shares entitled to vote. The certificate of the election inspectors will include the votes, if any, of the

Speaker 1

The majority of shares entitled to vote constitute a quorum. Since the shares represented here today do exceed 50% of the shares entitled to vote, a quorum is present, and I now officially call the 2021 Annual Meeting of Shareholders of German American Bancorp Inc. To order. Today's meeting is being held pursuant to notice mailed to all shareholders of record as of the close of business on March 11, 2021. The notice along with the 2020 annual report, the proxy statement and a former proxy was mailed on or about April 5, 2021.

We also have 3 shareholders of the corporation who have been appointed to act as election inspectors for the matters to be voted on at today's meeting. These 3 shareholders are Tayann Mullen. Tayann, seated there in the back, Evelyn Rivas, also there in the back and Terry Eckerley, seated up front here. Each of them has signed an oath in connection with serving as an inspector and the secretary will follow those oaths with the minutes of this meeting. The proxy solicited by the Board of Directors designated Eu Butch Clem and Ray W.

Snowden to vote the shares represented by those proxies. Mr. Clem, I believe, will vote the proxies. The Secretary, Mr. Dobie, 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 this meeting. I hereby declare the polls are now open and any shareholder of record present 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 vote may do so by visiting the election inspectors 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 this meeting and will also retain ballots and forms of proxy with the records of the company. Now this completes the preliminary matters and we are ready to proceed with the business being conducted at today's meeting.

The first order of business is the management report highlighting the company's performance during this past year of 2020 and providing you as shareholders with an overview of management's plans and objectives for going forward. I will make a few opening comments reviewing our company's 2020 successes, followed by a more detailed presentation on the highlights of our 2020 financial results by Brad Rust, Senior Executive Vice President and Chief Financial Officer. Brad will then be followed by Neal Dobie, our President and Chief Operating Officer, to make closing comments about our vision for the future and what we see 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 stock performance. We will attempt to cover all aspects of our operations, and we will address any questions or concerns you may have about your company.

We've allowed time at the end of our presentations today for you to ask any questions you may have. So I would ask that you please hold your questions until the end of the presentation. As I expect, we will answer most of those questions during the various portions of today's report. And we will also allow those folks connecting by teleconference to participate in that process. One final item of housekeeping before we begin our management report is the inclusion of this forward looking statement notice.

Fundamentally, what this notice states is that any comments we make during today's management report are based on our current beliefs and expectations as to the future financial operating and stock results of German American. The actual results may vary from these expectations as our future activities will likely be impacted by a variety of factors, which could differ from those expectations. You should refer to the Risk Factors section of our annual report on Form 10 ks for 2020 as updated and supplemented by our other SEC reports filed from time to time for more information on these risk factors. So let me taking a look at in the rearview mirror at this point in 2020. 2020 marked my 22nd year as CEO at German American.

And in many ways, 2020 was both our most challenging and our most rewarding year during my tenure. Just like the rest of the world, the COVID-nineteen pandemic impacted every aspect of our operations. We pivoted all aspects of our operations in March 2020 by moving to appointment only in our lobbies and redistributing our staff who work from various locations, including their homes to protect our customers, our staff and our ability to continue the essential business of banking regardless of the impact of the pandemic. Additionally, the economic impact or in many cases, the anticipated potential economic impact of the pandemic, resulted in an extremely difficult banking environment in which traditional loan demand from our commercial clients declined dramatically as general market interest rates within just a few weeks in March dropped to an historic near 0% level and the yield curve flattened and even inverted for some period of time. In a multitude of areas, we found ourselves operating in uncharted waters, certainly not an environment where we thought a continuation of our previous decade of consecutive record earnings years and a decade and a half of delivering annual double digit return on shareholders' equity was even a consideration.

Given that environment, you might question why I would say 2020 was perhaps the most rewarding of the 22 years in which I've had the honor of serving as CEO of your company. And that answer to that question is a simple one. It's how our German American team rose to the challenge and delivered upon our promise of exceptional performance for our clients, our communities and all of you, our shareholders. The theme of this year's summary annual report and the theme of this annual meeting, mission driven, honors and recognizes the steadfast commitment demonstrated by our team in 2020 to achieve our historic mission of helping individuals, families and businesses throughout our footprint achieve greater prosperity and quality of life. Staying true to who we are as an organization, our German American team elevated our efforts in 2020 under an extremely difficult environment to help our clients survive the economic impact of the pandemic, while continuing to support our local communities, which were also facing extremely difficult social challenges.

We built upon our ingrained mission focused approach to doing business by adopting a mindset of being mission driven. As I said, 2020 proved to be an extremely rewarding year for all of our stakeholders. For our team, we continue to provide competitive, flexible compensation and benefits through extended lead coverage, including various options that considered childcare needs, teledoc visits and overall health needs. Our technology team allowed us to help our employees balance their work life commitments by giving remote access capacity to nearly 50% of our staff and setting up several 100 fully functional home offices, providing the same level of connectivity for these team members as if they were operating from our own facilities. We are most proud of the fact that since July of 2020, our team facilitated the resumption of full service banking in all of our offices, managing through the pandemic issues to provide total access to our banking, insurance and investment clients throughout our footprints here in Southern Indiana and in Central Kentucky.

For our customers, we processed over 3,000 paycheck protection or PPP loans for over $350,000,000 for local businesses. To date in 2021, we've processed an additional 2,600 PPP loans for another $150,000,000 All of these loans were processed totally electronically to protect the health of our team and our clients, marrying technology with a high touch of our commercial and our retail bankers reaching out to help clients work through the intricacies of this government program. We also experienced a record level of residential mortgage loan production in 2020. Our mortgage team produced and processed 2,000 home loans for over $380,000,000 as families throughout our footprint took advantage of the historic low rates to purchase new homes, remodel existing homes and refinance their existing mortgages. We facilitated our clients' desire to shift an increasing portion of their banking, insurance and investment business to digital and electronic channels as we experienced a 37% increase in 2020 in online and mobile banking logins, a 14% increase in visits to our website and a 13% increase in our customer care center call volume.

For our communities, we donated more than $2,000,000 to a variety of community causes and organizations in 2020, including 60,000 to local schools participating in our School Spirit Check Card Program. And our team volunteered an amazing 3,000 hours in local community activities even in the face of the pandemic. Because we see our commitment to our local communities, not only as our responsibility as a good corporate citizen, but we see it as good business. At German American, we believe that when a community thrives, its people prosper. As a community banking organization, we clearly understand that when the communities we serve thrive, our business also prospers.

And for you, our shareholders, our steadfast focus on doing well by doing good continued to deliver on our promise of exceptional performance in 2020. In the face of significantly lower core net interest margins and an elevated provision for credit losses as protection against possible future pandemic related credit issues, we responded by generating a record level of 20% annual core organic deposit growth and 20% annual growth in non interest income coming from virtually every area of our banking, insurance and investment lines of business. The culmination of all of these efforts resulted in amazingly your company again posting another year of record annual performance in 2020. We reported the 8th consecutive year of increased cash dividends, the 11th consecutive year of record earnings and the 16th consecutive year of double digit returns on shareholders' equity. And I'm going to stop here because I've already stolen much of Brad Russ' thunder, but I do that every year, so he's used to it.

But in the face of the pandemic related challenges, we also continued the integration of our 2018 acquisition of First Security Bank of Owensboro, Kentucky that I mentioned earlier as well as our 2019 acquisition of Citizens First Bank of Bowling Green. I'm pleased to report that we made tremendous progress during 2020 in the strategic positioning of German American within these two very important Kentucky markets from which we expect to see significant organic growth in the coming years. Another highlight of 2020 was the continued industry recognition German American as one of the nation's best performing financial institutions, including being named Indiana's Best Community Bank by Newsweek Magazine in October of last year. As I said in my opening statement, the credit for all of this goes to our team. At this time, I would like everyone from German American team members who are here with us tonight and for those of you watching us on live stream and listening by teleconference, go ahead.

Please stand up at home. Would you please all stand? Thank you to each and every one of you for your amazing efforts in 2020 to produce results for our customers and our communities and our shareholders that a year ago none of us would have thought was even remotely possible. My final comment regarding the highlights of 2020 is regarding our announcement in July of last year and the subsequent implementation in January of this year of the initial step of our comprehensive management succession plan. As part of this initial step, Clay Ewing, who had ran our banking operations for over 20 years, assumed the role of Vice Chairman in anticipation of his retirement, which occurred in April just a month ago.

Neil Dobie, assumed from Clay the role of President and Chief Operating Officer and Brad Russ was promoted to Senior Executive Vice President. You'll hear from Neil and Brad in the next portions of tonight's management report, and we'll have a presentation for Clay at the conclusion of tonight's meeting. I would be remiss, however, if I didn't personally thank all 3 of these talented financial executives, all of whom I should mention have been with German American for more than 20 years for their contribution to our successes of the past and in the case of Neil and Brad for their willingness to step forward to lead our company into the future. At this time, I will turn the podium over to Brad Rust, German American Senior Executive Vice President and Chief Financial Officer, who will provide a more detailed report on German American's 2020 financial performance and the 5 year trends of that performance. Neil Dolby, President and Chief Operating Officer, will then follow Brad to the podium to share his vision for the future of your company.

Brad?

Speaker 3

Good evening. Thanks, Mark. And I will I apologize, but I will repeat some things that Mark just said there. It does certainly go without saying that 2020 was a very interesting and challenging year. But as Mark mentioned in his comments, we continue to trend a very strong performance, achieving record earnings for an 11th consecutive year with net income that totaled $62,200,000 or $2.34 a share, which was a 2% increase over in EPS over 2019.

In addition, as Mark had previously stated, in 2020, the company in addition to being the 11th consecutive record year for earnings, it also represented the 16th year that the company achieved double digit return on shareholders' equity. At year end 2020, our total assets grew to $5,000,000,000 Our 5 year compound annual growth rate in total assets has been 16% with the balance sheet growing approximately 13% in 2020. The balance sheet growth over the past year was really driven by a significant deposit growth resulting in historically high levels of liquidity on our company's balance sheet that's really sitting there in the form of a significantly increased investment securities portfolio as well as short term liquid assets. This historically high level of liquidity that's on our balance sheet is also being experienced by most of the rest of the banking industry. I'll discuss the deposit growth in a little more detail in the next few minutes.

Our loan portfolio has also grown steadily over the past 5 years at a compound annual growth rate of approximately 15%. However, in 2020, the loan portfolio was relatively flat, growing by only $11,000,000 There were a few moving parts to explain the loan growth picture during 2020. Mark talked a little bit about it in his comments. And again, while our loans were relatively stable over the past year, we were a very active participant in the Small Business Administration's Paycheck Protection Program that provided low interest forgivable loans to qualifying businesses in our local communities. During the first round of the PPP program, the company provided just over $350,000,000 to over 3,000 loan customers.

As of year end 2020, just under 50% of these loans of these first round PPP loans had been forgiven by the SBA, leaving approximately $186,000,000 still on our balance sheet. We've also been very active in the 2nd round of the PPP program PPP program, excuse me, during 2021 providing another $150,000,000 worth of loans to over 2,600 customers. And despite the active participation that we've had in the PPP loans, our loan growth in 2020 and continuing on to 2021 has been a challenge and it's really been due to unprecedented levels of liquidity that are on both our commercial and our retail customers balance sheets resulting in repayment of debt and historically loan low line of credit utilization. And even though the company continues to have a relatively heavy focus on commercial and agricultural loans, our loan portfolio remains well diversified. You can see evidence of that here with retail loans representing 18% of our total loans, at year end, agricultural loans are 12%, commercial and industrial loans are 21% and commercial real estate loans, which includes multifamily housing, is at 43% of our total loans.

This level of diversification has remained very stable over the past several years. At year end 2020, non performing assets totaled $21,800,000 or 44 basis points of total assets. Our non performing asset level has remained well below peer group over the last several years and do remain at very manageable levels. Deposits at year end 2020 totaled $4,100,000,000 increasing at a 5 year compound annual growth rate of 18% and increased $677,000,000 in 20 20 or 20%. This significant deposit growth has continued on into the Q1 of 2021 with deposits increasing $272,000,000 or that's 26% on an annualized basis.

As Mark also talked about a little bit, the deposit growth has been largely driven by a combination of government related stimulus payments and programs, our participation in the Paycheck Protection Program and in deposits that have flowed into the bank that's really not uncommon during a time of economic uncertainty such as what happened in 2020 with the pandemic. Virtually all of the deposit growth that we've seen over the past year has been in non interest bearing demand deposit accounts and other types of non maturity deposit accounts. As you'll see on this graphic, non interest bearing demand deposits represented about 29% of total deposits, which is up from 24% a year ago and interest bearing demand, money market accounts and savings account represent about 59% of our total deposits and that's up from 57% a year ago. This type of deposit makeup has and we feel will continue to serve the company very well in providing a cost effective funding source for our balance sheet. Our total shareholders' equity has also grown very steadily through strong earnings of the company with a 5 year compound annual growth rate of 20%.

In addition to steadily growing our capital base, as we Mark and I both said now a couple of times, we've produced a double digit return on equity in each of the past 16 years and reported return on average tangible equity of just over 13 point 5% or just about 13.5% during 2020. The steady increase in the capital base fueled by strong earnings has allowed the company increase our quarterly dividend in each of the last 9 years, which is including 2021. We increased our quarterly dividend by $0.02 per share in the Q1 of 2021, which followed 3 years of $0.02 per share per quarter for the previous 3 years, while our dividend payout ratio has been in about the around the 30% range during that whole period of time. Net interest income continues to be our company's single largest source of earnings and is currently one of, if not the single largest headwind facing the company and the industry as a whole. Having said that, net interest income did increase $10,000,000 or 7% in 2020, due in large part to a significantly larger level of earning assets driven by the deposit growth that we've seen.

Fee recognition associated with all of the PPP loans that we've originated and our ability to rapidly reduce our cost of deposits early in 2020. The headwind I mentioned really comes in the area of net interest margin, which has declined to 3.6 3% in 2020 and was at 3.41% in the Q1 of 2021. This decline in margin over the past year has largely been the result of historically low market interest rates and flatness across the yield curve, which has put continuous pressure on our earning asset yields. This is also combined with significant levels of liquidity, which remain on our balance sheet even today. Another happening in 2020, we adopted a new accounting standard for measuring allowance and provision for credit losses.

The new standard is commonly referred to as CECL, which stands for the current expected credit loss method or model of determining the allowance. I'm not going to bother you or bore you with the details of the standard. However, the combination of adopting this standard on January 1, 2020, combined with the economic upheaval and uncertainties surrounding the pandemic resulted in the company recording its largest annual provision for credit loss in its history. This obviously had a significant negative impact on the company's level of learnings during 2020. As you'll see on the line graph, the level of net charge offs did not significantly move into 2020 and as we previously discussed, our level of non performing assets did not materially change in 2020.

So as we continue to move out of the worst of the pandemic and the economy continues to reopen and recover, we'll continue to closely monitor our level of allowance for credit loss and corresponding need for additional provision. Total non interest revenue has shown steady improvement over the past several years and increased $9,000,000 or 20 percent in 2020. The most significant areas of non interest revenue for our company include our wealth management fees, deposit account service charges, insurance revenues, interchange fees from debit and credit card activity as well as the sales of residential mortgage loans into the secondary market, which Mark talked about the volume that we did in 2020. Over the past 5 years, this level of non interest income as a percentage of total revenue has consistently hovered in that mid-twenty percent range, plus or minus 25%, including 2020. Growing these non rate sensitive revenue sources continues to be a key to our financial performance as a means to mitigate the ever present and significant pressure that I just talked about on our net interest margin.

We always strive to expand our revenue base, but we do place equal emphasis on controlling our operating costs. During 2020, our non interest expenses remain controlled at about we had about a 3% increase. While we've seen increases in our absolute level of operating costs over the past few years, it was due in large part to acquisition activity, merger and acquisition activity in 2018 2019. However, in 2020, we did see market improvement in our efficiency ratio due to efficiencies that we have been able to achieve post acquisition as well as lower levels of certain other expenses in 2020 really caused by the pandemic in the area of travel and entertainment, training, marketing costs, things just really slowed down. As we continue to strive for operating efficiencies, the company did announce an operating optimization plan in the Q1 of 2021 that will primarily consist of the consolidation of 7 branch offices into other nearby branches.

This optimization plan is the result of ongoing monitoring of customer behaviors, including in branch transactions versus digital transactions among other considerations. Maintaining a controlled operating cost structure has always been, but certainly in a time of lower net interest margins is a key to driving outstanding operating performance. So in summary, and as previously mentioned, we've continued our trend of very strong operating performance evidenced by 11 successive years of record earnings, 16 years of double digit return on equity. The trend of strong operating performance continued during the Q1 of 2021 with the company achieving the 2nd best quarterly earnings in our history only behind the Q4 of 2020. Earnings totaled $19,600,000 in the Q1 or $0.74 a share.

This level of earnings was a 57% increase over the same quarter of the prior year. With that, I'll turn it over to Neil to continue the presentation.

Speaker 2

Thank you, Brad. Good evening. Thanks to all of you for joining us either here in the room or those joining us remotely. My name is Neil Dolby. As Mark stated, I am the new President and Chief Operating Officer of GAVC effective January 1 this year.

I may be new to the role, but not new to German American as I have served in leadership roles for several decades. I am very passionate about our organization and excited to help provide continued leadership as German American continues on its long history to path of success. As we noted from Mark's comments, wow, what an incredible year it was indeed. The banking landscape changed forever in 2020. German American has been one of the nation's leading community banks for decades, always adapting and changing in order to stay the course on our path of success.

This time is no different. We recognize once again we must be adaptive to a rapidly changing landscape. We must keep in mind that what has made us successful in the past may not guarantee our success for the future. We will need to balance what we need to keep, what we need to stop doing and what we need to evolve. Financial institutions cannot count on their yesteryear strategic plans to keep them relative and competitive in the accelerated digital world.

We cannot afford to become irrelevant to our ever evolving customers or to our next generation customers. The pandemic has acted as a catalyst for digitization and turbocharged digital adoption. In the age of digital transformation, our competition is no longer the local community bank or credit union down the street. Our competition can now be invisible to us with no branches to be seen within our footprint. Our competition now are big banks like Chase and Bank of America.

Big tech like Apple, Google and Amazon. Fintechs like PayPal and Square. Challenger or Neo banks that are digital only like Chime. Let me assure you though that German American however is in position to meet the challenges of these new competitors head on through a unique blend and balance of high touch and high-tech. High touch being that of relationship oriented, value added and consultative expertise offered by our team of talented banking, insurance, wealth advisory and investment professionals.

Face to face, person to person interaction are still the best way to boost and solidify customer loyalty and satisfaction. We are our people. We are extremely proud of our winning team. We will continue to attract, retain, develop and invest in the best of the best for that value added high touch experience. We will couple this high touch approach with the high-tech of an extraordinary customer digital experience using new and enhanced digital products and services.

German American has always been a tech forward company. We will continue down this path to evolve our technology and our digital culture in order to meet the ever changing needs and expectations of our customers. The future is converging to the customer experience, making it more convenient and easier than ever before and not the selling of traditional financial services products from the inside out. In the future, we will need to continue to elevate our intelligent use of data and analytics to drive strategic value for our company. In doing so, we'll be able to digitally deliver hyper personalized services and experiences to engage our customers, Drive revenue through a more targeted approach.

Leverage data for real time fraud protection and enhanced cybersecurity. Identify and improve operating effectiveness and workflows moving the back office to the front seat. Overall, we will be positioned to better identify and mitigate our risks. In the future, we will also continue to involve our payment systems to be faster and more convenient. We will move to real time payments as demand for immediacy are expected as well as instant access to such funds.

Real time payments will provide more flexibility than the constraints of the current traditional banking hours of posting. It will also generate operating efficiencies and give us quicker data to detect and prevent fraud more timely. We will make digital person to person payments enhancements, making it easier and quicker. We will enhance our electronic payment tools via digital cell phone wallets, cell phone digital wallets and contactless credit and debit cards. We will enhance our payment offerings via our consumer and business mobile banking platforms.

To be successful for the future, we must be able to strike the right balance of high touch and high-tech along with the right balance of branch and digital delivery channels. If we look into future German American, you will see a diverse, inclusive and sustainable organization that is a financially strong, high performing community focused bank with highly talented and consultative 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 that has served us so well over the years. The future of German American will continue to grow and expand. We are always interested in growing, growing our people, growing our customers and clients, growing our communities and growing value to our shareholders.

With the strong financial currency of our stock price, our strong liquidity, our strong capital, we are positioned well for future organic growth as well as growth through acquisition. Yes, we do have strong headwinds that lie before us that you've heard from both Mark and Brad this evening. Uncertainty as to the economic impact the pandemic had that is currently masked by heavy stimulus for individuals and businesses, a low interest rate environment creating net interest compression that will challenge net interest income growth, cost of increasing regulatory burdens, meeting customer technology and digital needs and expectations, all just to name a few. What I can do, I can assure you that our German American team will meet these challenges head on to maintain our status as one of the nation's leading community banking, insurance, wealth advisory and investment organizations and continue to provide value to our employees, our customers and most importantly to you, our shareholders. I want to thank everyone once again for your attendance tonight.

It's going to be a very exciting and successful future for GABC. I'd like to turn it back over to Mark now.

Speaker 1

Well, this concludes our management comments. And thank you all for the attention you paid to us during the presentation this evening. At this time, I would like to open the floor to any questions that you may have about our 20 20 results and performance or about our plans for future success. So does anyone here today have any questions? I'll also give the folks who've called in on teleconference an opportunity to ask questions too here in just a minute.

Any questions from the floor? Gene Pfeiffer, no questions on the floor? I can always count on Gene to give a good question. Sylvie, do we have any questions from the folks listening in on the teleconference? Okay.

All right. So if there are no further questions, we will turn back to the business portion of today's meeting. But first, listening in, I understand our longtime corporate board member, Bob Ruckweagle, is listening in. And so Bob, we wish you were here. And thank you for all that you've done for German American over the years.

And you can ask a question anytime as we go through this. So let's turn back then to the business portion of the meeting. I would declare that the voting polls are now officially closed. There are 2 items of business for today's meeting that are set forth in our proxy statement. The first item is the election of directors.

The Board of Directors is divided into 3 classes with the terms of the members of 1 class expiring each year. At today's meeting, 4 directors are to be elected for a 3 year term to hold office until our 2024 Annual Meeting of Shareholders and until their successors have been elected and qualified. The Board of Directors of the corporation has recommended the election of 4 persons who are listed in the proxy statement. These nominees introduced earlier are Mark D. Fine, Jason M.

Kelly, Christina M. Ryan and Tyson J. Wagler. I now ask Director Clem, a representative of the proxy committee to provide a voting report on the election of directors of the corporation. Okay.

Thank you, Butch. Because these four nominees are the only nominees for the 4 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 the 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 Mr. Spine, Kelly and Wagner and Ms.

Ryan to be duly elected as directors of German American Bancorp, Inc. To serve the previously stated terms and until their successors have been elected and qualified. The final item on our agenda is the approval by a nonbinding advisory vote of the appointment of Crowe LLP as a corporation's independent registered public accounting firm for the year ending December 31, 2021. I now ask Director Klem to provide us a voting report on the approval of the appointment of Crowe LLP as a corporation's independent registered public accounting firm for the year ending December 31, 2021.

Speaker 4

Chairman, based upon the votes

Speaker 1

Butch, thank you. Obviously, Jenny Crow is much more popular than the directors based on that vote. So because this number of shares represents a majority of the votes present in person or by proxy at this meeting and therefore represents a majority of the votes cast today in person or by proxy. I hereby declare the proposal to approve the appointment of Crowe LLP as a corporation's independent registered public accounting firm for the year ending December 31, 2021 has been approved by the shareholders. Before we adjourn tonight's meeting, I would be remiss if I didn't recognize several individuals who have been an integral part of the transformation and past successes and who are retiring from our Harvard Board of Directors at the conclusion of tonight's meeting.

Ray Snowden has been part of the German American family since 2005 when he joined the local German American Bank Board, which evolved into the South Central Regional Advisory Board before being pointed to our corporate board effective in 2014. He has served as a member of our Board's Audit Committee and the Credit Risk Management Committee, Ray's broad knowledge of the health care industry and his involvement in economic development initiatives in our heritage banking market has been vitally important for the corporation, both for our Board and our company and our management team. To tell you that Ray is clearly one of the most strategic thinkers and the strongest proponent for the value and importance of an organization's culture I've ever known. His counsel has been invaluable as the Board and management have considered and discussed alternative courses of action and debated exactly what is the optimum strategic initiative that we need to follow to drive our future successes and maximize our long term shareholder value. Butch Klem has served as a Director of the company since 2004 and he served as the company's Lead Director since 2,009.

He has served as Chairman of the Governance and Nominating Committee of our Board as well on the Compensation and Human Resource Committee and the Credit Risk Management Committee. Butch's leadership abilities as well as his business insights as an entrepreneur and business owner for more than 45 years has been extremely valuable to both executive management and the Board. The most critical role of a corporate Board is to probe and challenge management to achieve the company's ultimate level of performance and success. When Butch joined German American's corporate board in 2004, German American was admittedly operating as a slightly above average performer. Butch was one of the leaders on the board who probed and challenged executive management in the right way to transform this company into a top quartile or even a top decile performer.

Without Butch's encouragement and insistence, we wouldn't have achieved the level of performance and success that we've enjoyed over the course of this past decade. Our company owes a debt of gratitude to both Ray and Butch for all their contributions to our past successes as well as to our future successes because without the foundation they've laid, that future success would not be possible. So Butch and Ray, would you both come forward? And Brad and Neil, would you mind? It is with great gratitude that on behalf of the shareholders, Board of Directors, officers and staff of German American, I'm pleased to present Butch and Ray with these keepsake clocks as a remembrance of their time as members of the German American's Board of Directors.

Butch, Ray, thank you. As CEO, I tell you, you have been invaluable to me. And I hate to see you go. But I would like now to offer both of you an opportunity to make a few comments. And if you would come here, since we're live streaming this, and I will hold that clock and try not to drop it.

Speaker 5

Well, thank you, Mark. Thanks to everyone. You know, it's been it's just hard to imagine that you're having to age off of this Board, but it is true. It happens to everybody, right? But I've been a part of this since 2,005, as Mark has indicated.

And somebody one time asked the question, says, how do you define a great culture? And the answer was, I don't know, but you know it when you feel it. Well, I'm going to tell you something. You can feel that great culture at GAB, and it's not accidental. It starts with Mark and Mark surrounding himself with great people.

And those great people then attract other great people. And pretty soon, you've got a picture of what's happened. You have an intense pride. You have something to really be proud of at GAB. And I just feel very appreciative of being able, albeit a small part, to be able to serve as a part of the Board of Directors here, along with the distinguished cast of other directors.

Is so very appreciative. I enjoyed every single minute of it. Thank you very much.

Speaker 4

We're to begin. How time has escaped us. In the fall of 2004, Mark called me and set up an appointment and said he wants to come out to see me. And my wife, Kathy, said, what are you going to do? You're going to borrow more money or what's going on?

So Mark came out with his brother with Tom's brother, Larry, and presented to me that he'd like to have me be on the corporate board. Well, corporate board, that's going to take a lot of time. What am I going to do? So I went to Kathy's office and said, hey, it's not borrowing money. They want me to be on the corporate board.

And she said, what's that going to take? I said, well, Mark just said there's going to be 8 meetings, maybe a few committee meetings. Every once in a while, there's going to be a special meeting. So she said, if that's all it is, that's fine. Well, the last 11 years, she knew one of us lied, because so then Kathy knows that I like to talk a lot.

So she said, well, why don't you just listen and observe. Those people know a lot more about banking than you do. And I said, well, I will because there are some knowledgeable people. And again, no offense to former Board of Directors that are here tonight or listening, Bob. But anyhow, I went to the first meeting, had to bite my lip a couple of times because I didn't want to talk.

And I came home and she said, what was it like? And I said, well, there were a knowledgeable bunch of directors there. I said, the only thing is, I said, some of them almost wanted to fall asleep. And a lot of them had gray hair if they had any hair. And I said, and maybe Mark was just boring in his speech.

But anyhow, I did keep my mouth shut and whatever. And I can assure you with Ray getting off and myself, we have a lot more hair and a lot more color over there, so in the future. So that's going to be there. So I really would want to express the fact that I did enjoy every moment of it. There's a lot of meetings.

I grew as an individual. With this, Mark, I appreciate your confidence in me and your whole management team working side by side with them. I enjoyed that immensely. I really did. And this organization is a very well run organization.

I tell people it's a well oiled machine, great staff, great leadership and whatever. As far as the rest of them over here, I don't know. I appreciate the confidence you had in me as being your Lead Director over the years. I really treasure that and I really respect that you trusted in me to be a leader and our whole team probed and challenged Mark. And at last, I'd like to probably give a great, big thank you to my lovely wife, Kathy, for supporting me all these years in phone calls, sitting in office reading and saying, another meeting, another meeting.

But she knew I liked it and she helped me along the way. She was my sounding board when I came home and told her all the things that went on at the bank and I couldn't do it without her. Thank you all.

Speaker 1

Well, I will tell you that Butch Clem and Ray Snowden are directors. They are some of the hardest working directors, both sit on credit risk. They, the loan meeting and, they do their homework. And you know when they come into a meeting, they came in prepared and that's the highest compliment that you can give to a director. And Kathy, I didn't really lie, I just fibbed a little.

So I would also today like to recognize Clay Ewing, who retired from German American effective April 2, 2021. Now in the role of as he went out Executive Vice Chair after having served as our company's President for more than 20 years, Clay joined German American in 1994 as President and CEO of First State Bank, a startup bank that we formed to serve the counties of Perry and Spencer County. That bank today is the number one market share player in those markets, starting from nothing and building it to that level. And in connection with my appointment as CEO in late 'ninety eight, effective January 1, 'ninety nine, my first decision as CEO, and I would tell you the best decision that I made during my tenure as CEO was to appoint Clay as the number 2 officer of the company. My role over these years has been to set the strategic direction and vision of the company.

And Clay's role has been to make that vision a reality. Clay has demonstrated a skill set that is a combination of amazing management and organizational skills and an unbelievable work ethic and a commitment to perpetuate our culture. Hang on a second. I'm out of order here. Terry?

Okay. Thank you. Clay clearly possesses what Jim Collins in his best selling book Good to Great describes as Level 5 leadership. A Level 5 leader channels their efforts toward the goal of building a great company, placing the benefit of the company ahead of their personal benefit. A Level 5 leader is ambitious, make no mistake about it, but their ambitions are 1st and foremost for the company, not for themselves.

Clay exemplifies that Level 5 leadership. Without Clay's ambition, commitment and dedication to German American, our rise as a company to one of the top performing community organizations in the nation would not have been possible. All of us, the German American team, our Board, our shareholders and most of all, me as CEO, owe Clay Ewing a debt we can never repay. So Clay, would you please come forward? And Brad, would you or Terry please bring that forward?

Clay, if you wouldn't mind stepping up here with me. I would like to present to you this resolution of appreciation from our Board of Directors. And let me read this. Whereas Clay W. Ewing, another W, has tirelessly served the German American family of companies as a key member of its executive management team with great distinction for more than 25 years.

Whereas, German American has greatly benefited from Mr. Ewing's work on behalf of its clients, communities and shareholders, whereas the Board of Directors of German American wishes to express its great appreciation to Mr. Ewing for all his contributions to German American and to our success as a direct result of his efforts. Whereas Mr. Yuning's outstanding contributions through 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 thanks Clay Ewing for his commitment and dedication on behalf of this organization as a senior officer of this corporation. Clay, thank you.

Speaker 6

Thank you, Mark. I'm very humbled by the presentation and the kind comments. I didn't realize that this was going to happen this evening. But so I do want to thank the Board of Directors for allowing me the opportunity to work for German American for over 26 years and for Mark's leadership and friendship throughout that time period. We did start from scratch in Parrot County and Spencer County, And Neil followed me in that role.

And certainly, that bank has became a leader. But not only that bank, it's been a pleasure to work for an organization that's recognized as one of the top community banking organizations in the country, not just once, but over multiple years. And that comes from the work ethic of all of the staff at German American. It's not Mark. It's not me.

It's everybody that works within that organization. This company and we talk to banks when they join our family about the people. And it really is truly all about the people. It's about the people that join us. It's about the leadership team, the executive team, all through the organization.

I can't say enough about those people and how hard they work and the passion that they have for the company and for their customers. And that's what really drives us and motivates us and has allowed me the opportunity to enjoy and participate in the successes that this company has had. So I just want to thank you, Mark, and thank the Board of Directors. Wish the new executive team good luck in the future. I know we've worked long and hard to put that team together, and I have all the confidence in the world that they'll continue with the successes that we've enjoyed over the last few years.

So thank you very much.

Speaker 1

Now are there any other matters to come before this annual meeting of the shareholders? Okay. If there is nothing further to come before this meeting, I will entertain a motion to adjourn. Can I have a motion to the meeting be adjourned? Clay Ewing makes that motion.

Can I have a second? 1 of the retiring directors want to make second, Butch makes the second. All right. We have a motion and a second for the adjournment of the meeting. Hereby declare the 2021 meeting of the shareholders of German American Bancorp, Inc.

Adjourned. Now we invite you to join us in the other room. We have hors d'oeuvres and cocktails and a good chance to meet. We have a lot of management people here that will be walking around. They're all wearing a name tag like this.

So if you see that name tag, if you got questions that you wanted to ask but weren't brave enough to ask, that will

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