SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. _______)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

HORIZON BANCORP

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

1)

Title of each class of securities to which transaction applies:

2)

Aggregate number of securities to which transaction applies:

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)

Amount Previously Paid:

2)

Form, Schedule or Registration Statement No.:

3)

Filing Party:

4)

Date Filed:

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Horizon Bancorp

Important Notice Regarding the Availability of Proxy Materials for the

Horizon Bancorp 2016 Annual Shareholder Meeting to be Held on May 5, 2016, 10:00 a.m. (local time)

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholder meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Notice and Proxy Statement, Annual Report and Form of Proxy are available at:

Easy Online Access — A Convenient Way to View Proxy Materials and Vote

When you go online to view materials, you can also vote your shares.

Step 1: Go to www.investorvote.com/HBNC.

Step 2: Click on the icon on the right to view current meeting materials.

Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in.

Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

 

Horizon Bancorp’s 2016 Annual Meeting of Shareholders will be held on Thursday, May 5, at 10:00 a.m. local time (registration will begin at 9:30 a.m.), at Orak Shrine Center, 3848 Frontage Road, Michigan City, Indiana. If you need directions to attend the meeting in person, please call (219) 874-9272 and we will provide directions to you.

The Board recommends a vote FOR all director nominees and FOR Proposals 2, 3 and 4:

1.

Election of Directors: To elect four directors to serve three-year terms expiring in 2019.

2.

Amendment of the Articles of Incorporation to Increase the Number of Common Shares: To consider and approve an amendment to the Articles of Incorporation of Horizon Bancorp to increase the number of authorized Common Shares from 22,500,000 to 44,000,000 Common Shares.

3.

Advisory Vote to Approve Executive Compensation: To vote on a non-binding advisory proposal to approve the compensation of the executive officers described in the Proxy Statement.

4.

Ratification of Independent Auditors: To ratify the appointment of BKD, LLP, as independent auditors for 2016.

5.

Other Business: To transact such other business as may properly come before the meeting or any adjournment of the meeting.

EXERCISE YOUR RIGHT TO VOTE. YOUR VOTE IS IMPORTANT.

THIS IS NOT A BALLOT.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.