Preferred Stock
Authorized Preferred Stock
Our authorized preferred stock consists of 2,000,000 shares of preferred stock, without par value. As of December 31, 2022, 230,500 shares of preferred stock were issued and outstanding, comprised of 108,000 shares of Series A Preferred Stock and 122,500 shares of Series C Preferred Stock.
General
Under our articles of incorporation and the IBCL, preferred stock may be issued from time to time in one or more series, upon board authorization and without shareholder approval. Within certain legal limits, the board is authorized to determine the terms of any series of preferred stock, including:
•
designation, number of shares to issue, price, dividend rate, voting rights, and liquidation preferences;
•
any redemption, sinking fund or conversion provisions; and
•
any other terms, limitations and relative rights and preferences.
As a result, the board, without shareholder approval, could authorize preferred stock to be issued with voting, conversion and other rights that could adversely affect the voting power and other rights of common shareholders or other outstanding series of preferred stock.
Each series of preferred stock will have the dividend, liquidation, redemption and voting rights described below unless otherwise described in a prospectus supplement pertaining to a specific series of preferred stock. The applicable prospectus supplement will describe the following terms of the series of preferred stock in respect of which this prospectus is being delivered:
•
the designation of that series and the number of shares offered;
•
the amount of the liquidation preference, if any, per share or the method of calculating the amount;
•
the initial public offering price at which shares of that series will be issued;
•
the dividend rate, if any, or the method of calculating the rate and the dates on which dividends will begin to cumulate, if applicable;
•
any redemption or sinking fund provisions;
•
any conversion or exchange rights;
•
any voting or additional rights, preferences, privileges, qualifications, limitations and restrictions;
•
any securities exchange listing;
•
the relative ranking and preferences of that series as to dividend rights and rights upon liquidation, dissolution or winding up of Old National; and
•
any other terms of that series.
Shares of our preferred stock, when issued against full payment of the purchase price, will be validly issued, fully paid and non-assessable.
When appropriate, the applicable prospectus supplement will describe the United States federal income tax considerations relevant to the preferred stock.
Rank. Each series of preferred stock will, with respect to dividend rights and rights upon our liquidation, dissolution or winding up, rank prior to common stock. The rank of each separate series of preferred stock will be described in the applicable prospectus supplement, but all shares of each series will be of equal rank with each other.
Dividends. Holders of each series of preferred stock will be entitled to receive, when, as and if our board declares, cash dividends, payable at the dates and at the rates per share as described in the applicable prospectus supplement. Those rates may be fixed, variable or both.