8-K
Bridgewater Bancshares Inc (BWB)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
October 28, 2020
Date of Report
(Date of earliest event reported)
BRIDGEWATER BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| <br><br><br><br> | <br><br> | <br><br><br><br> |
|---|---|---|
| Minnesota<br><br>(State or other jurisdiction of<br><br>incorporation)<br><br> | 001-38412<br><br>(Commission File Number) | 26-0113412<br><br>(I.R.S. Employer<br><br>Identification No.) |
| | 4450 Excelsior Boulevard, Suite 100<br><br>St. Louis Park , Minnesota<br><br>(Address of principal executive offices) | 55416<br><br>(Zip Code) |
Registrant’s telephone number, including area code: (952) 893-6868
Not Applicable(Former name or former address, if changed since last report.)
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: |
|---|---|---|
| Common Stock, $0.01 Par Value | BWB | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 27, 2020, the Board of Directors (the “Board”) of Bridgewater Bancshares, Inc. (the “Company”) increased the number of directors constituting the entire Board from nine to ten directors, and, upon the recommendation of the Company’s Nominating and Corporate Governance Committee, appointed Mohammed Lawal as a Class III director to fill the vacancy created by this increase. As with other Class III directors, Mr. Lawal’s initial term will expire at the 2021 annual shareholder meeting. Also on October 27, 2020, Mr. Lawal was appointed to the Company’s Nominating and Corporate Governance Committee. The Board has determined that Mr. Lawal qualifies as an independent director under the rules of The Nasdaq Stock Market LLC and the Securities and Exchange Commission. Mr. Lawal will also serve as director of the Company’s wholly owned subsidiary, Bridgewater Bank.
Mr. Lawal is the lead founder, CEO and Principal Architect of LSE Architects, Inc., an entrepreneurial, Twin Cities-based architecture, interior design and planning firm. Mr. Lawal has over 30 years’ experience in design, planning and programming. Under his leadership, LSE Architects has provided architectural services for a variety of projects ranging from barbershops and schools to multifamily housing and U.S. Bank Stadium.
As a non-employee director of the Company, Mr. Lawal will participate in the Company’s non-employee director compensation program. Pursuant to such program, Mr. Lawal will receive a quarterly retainer of $20,000 for service on the Board and its committees, which amount will be prorated for any partial term. Half of the quarterly retainer will be paid in the Company’s common stock. There were no arrangements or understandings between Mr. Lawal and any other person pursuant to which he was selected as a director. Mr. Lawal does not have any direct or indirect or material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 28, 2020, the Company issued a press release announcing the appointment of Mr. Lawal as director, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information furnished pursuant to this Item and the related exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)****Exhibits
| Exhibit 99.1 | Press Release of Bridgewater Bancshares, Inc., dated October 28, 2020, regarding the appointment of new director |
|---|---|
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| --- | --- |
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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 thereunto duly authorized.
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|---|---|
| | Bridgewater Bancshares, Inc. |
| | |
| | |
| Date: October 28, 2020 | |
| | By: /s/ Jerry Baack |
| | Name: Jerry Baack |
| | Title: Chairman, Chief Executive Officer and President |
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For Immediate Release
Contact: Jerry Baack
President & CEO
Bridgewater Bancshares, Inc.
(952) 893-6866
October 28, 2020
Bridgewater Bancshares, Inc. Appoints Mohammed Lawal to Board of Directors
St. Louis Park, Minn. – Bridgewater Bancshares, Inc., the parent holding company of Bridgewater Bank, today announced the appointment of Mohammed Lawal to its Board of Directors.
Mr. Lawal is the CEO and Principal Architect of Lawal Scott Erickson Architects, Inc., an entrepreneurial, Twin Cities-based architecture, interior design and planning firm. Lawal is the lead founder of LSE, having established the company in 2011 alongside industry veterans Quin Scott and Ron Erickson. Under Lawal’s leadership, LSE has provided architectural services for various local projects ranging from barbershops and local schools to U.S. Bank Stadium. LSE also specializes in multifamily housing and has helped bring many Twin Cities’ apartments to life through its architecture and design capabilities.
Mohammed joins Bridgewater as an accomplished business leader with over 30 years of experience in design, planning and programming. Beyond his professional highlights, Mohammed serves as a community leader in many capacities, including the LSE Architects Board, Friends of Hennepin County Library Board and MEDA Advisory board. He was also formerly on the KKE Architects board. Mohammed has received a wide range of accolades reflecting his talent and leadership, including the American Institute of Architects Young Architect Award and the esteemed Minneapolis/St. Paul Business Journal “40 under 40” award. He holds a bachelor's degree in architecture from the University of Minnesota - Twin Cities.
“Mohammed is a strong leader who will bring a unique perspective to our board,” says Jerry Baack, Chairman and Chief Executive Officer. “His broad experience – paired with strong network connections – will enhance the perspectives, experience and knowledge of our talented board. We look forward to benefiting from his insights.”
About Bridgewater Bancshares, Inc. Bridgewater Bancshares, Inc. is a financial holding company headquartered in St. Louis Park, Minnesota. The Company has two wholly owned subsidiaries, Bridgewater Bank, a Minnesota-chartered commercial bank founded in November 2005, and Bridgewater Risk Management, Inc., a captive insurance company founded in December 2016. Bridgewater Bank has seven locations serving clients across the Minneapolis-St. Paul metropolitan statistical area in Minnesota and offers a full array of simple, quality loan and deposit products, primarily for commercial clients. As of June 30, 2020, the Company had total assets of approximately $2.75 billion, total loans of approximately $2.19 billion, total deposits of approximately $2.24 billion and total shareholders’ equity of approximately $257.2 million.
Forward-Looking StatementsThis press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of Bridgewater. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risks described in the “Risk Factors” sections of reports filed by Bridgewater with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Source: Bridgewater Bancshares, Inc.