UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 14, 2009
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GERMAN
AMERICAN BANCORP, INC.
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(Exact
name of registrant as specified in its
charter)
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Indiana
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0-11244
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35-1547518
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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711
Main Street
Box
810
Jasper,
Indiana
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47546
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (812) 482-1314
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e) On
May 14, 2009, at their annual meeting, the shareholders of German American
Bancorp, Inc. (the "Company"), approved and adopted the German
American Bancorp, Inc., 2009 Employee Stock Purchase Plan and the German
American Bancorp, Inc., 2009 Long Term Equity Incentive Plan (together, the
"Plans"). The Plans became effective immediately upon the
approval and adoption by the shareholders of the Plans. The Company's
executive officers are eligible to participate in each of the Plans, and the
members of the Company's Board of Directors are eligible to participate in the
German American Bancorp, Inc., 2009 Long Term Equity Incentive
Plan.
The terms and conditions of the Plans
were summarized by the Company's Proxy Statement for the annual meeting of
shareholders held May 14, 2009, which was filed with the Securities and Exchange
Commission as part of Schedule 14A on March 20, 2009 (the "Proxy
Statement"), and the full texts of the Plans were attached as
Exhibits A and B to the Proxy Statement. Such summary descriptions
and such full texts are incorporated herein by reference to the Proxy
Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
GERMAN
AMERICAN BANCORP, INC.
Date: May
18, 2009
By:
/s/ Mark A. Schroeder
Mark A.
Schroeder
President
and Chief Executive Officer