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Heartland Financial USA shareholder proposing to declassify board

Gerald Armstrong, who owns 348.5451 common shares of , intendsto propose a declassification of the board of directors, according to a definitiveproxy statement filed April 6.

The shareholder's proposal, if approved by other shareholders,would require the board to take the steps necessary to eliminate the classificationterms of the board, requiring all directors to go through annual elections.

Armstrong also seeks a majority vote standard for director elections.The Dubuque, Iowa-based company applies a plurality vote standard and elects one-thirdof the directors for three-year terms.

The Heartland Financial board recommends shareholders vote againstArmstrong's proposal, noting the three-year staggered terms of directors offer stabilityand continuity with respect to leadership.

Shareholders are set to vote on this proposal, and other matters,at the annual meeting May 19.