Finward Bancorp 8-K, filed May 19, 2020
Finward Bancorp (FNWD)
About this 8-K
Finward Bancorp filed this 8-K on May 19, 2020, reporting on events of May 15, 2020.
Items reported
- Item 5.07: Shareholder vote results
United StatesSecurities And Exchange CommissionWashington, DC 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 15, 2020 | |||
|---|---|---|---|
| NorthWest Indiana Bancorp | |||
| (Exact name of registrant as specified in its charter) | |||
| Indiana | 000-26128 | 35-1927981 | |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer<br> Identification No.) | |
| 9204 Columbia Avenue<br><br> <br>Munster, Indiana | 46321 | ||
| (Address of principal executive offices) | (Zip Code) | ||
| (219) 836-4400 | |||
| (Registrant’s telephone number, including area code) | |||
| N/A | |||
| (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: None.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
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 5.07. Submission of Matters to a Vote of Security Holders
On May 15, 2020, NorthWest Indiana Bancorp (the “Bancorp”), held its Annual Meeting of Shareholders virtually pursuant to due notice. Only holders of the Bancorp’s common stock at the close of business on March 20, 2020 (the “Record Date”), were entitled to vote at the Annual Meeting. Holders of a total of 2,794,070 shares were present virtually or by proxy at the meeting, constituting a quorum.
The Bancorp’s shareholders voted on three proposals at the Annual Meeting. The proposals are described in detail in the Bancorp’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 03, 2020. The final results of the votes regarding each proposal are set forth below.
Proposal 1: The Bancorp’s shareholders elected four directors to the following terms. The votes regarding this proposal were as follows:
| Director | Expiration of Term | **** Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|---|
| Benjamin J. Bochnowski | 2023 | 2,214,752 | 52,311 | 527,007 |
| Donald P. Fesko, O.D., FACHE | 2023 | 2,207,971 | 59,092 | 527,007 |
| Danette Garza, J.D., CPA | 2023 | 2,216,454 | 50,609 | 527,007 |
| Robert E. Johnson, III | 2023 | 2,206,927 | 60,136 | 527,007 |
Proposal 2: The proposition described below, having received a vote virtually or by proxy of more favorable votes than votes cast against the proposition, was declared to be duly adopted by the shareholders of the Bancorp.
| For | Against | Abstain | |
|---|---|---|---|
| Approval and ratification of the appointment of Plante & Moran, PLLC as auditors for NorthWest Indiana Bancorp for the year ended December 31, 2020 | 2,790,469 | 238 | 3,363 |
Proposal 3: The proposition described below, having received an advisory vote virtually or by proxy of more favorable votes than votes cast against the proposition, was declared to have been adopted:
| For | Against | Abstain | Broker Non-Votes | |
|---|---|---|---|---|
| Approval, on a non-binding advisory basis, of the executive compensation paid to the named executive officers of the Bancorp as disclosed in the proxy statement for the Annual Meeting | 2,113,954 | 48,162 | 104,947 | 527,007 |
No other matters were considered or voted upon at the Annual Meeting.
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 hereto duly authorized.
| Date: May 19, 2020 | NorthWest Indiana Bancorp | |
|---|---|---|
| By: | /s/ Benjamin J. Bochnowski | |
| Name: Benjamin J. Bochnowski<br><br> <br><br><br> <br>Title: President and Chief Executive Officer |