hwbk-202206070000893847FALSE00008938472022-06-072022-06-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 7, 2022
Hawthorn Bancshares, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Missouri | 0-23636 | 43-1626350 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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132 East High Street, PO Box 688, Jefferson City, Missouri 65102 (Address of Principal Executive Offices) (Zip Code) |
573-761-6100
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
☐ 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $1.00 par value | HWBK | 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 5.07 Submission of Matters to a Vote of Security Holders.
Hawthorn Bancshares, Inc. held its annual meeting of shareholders on Tuesday, June 7, 2022, at which meeting our shareholders voted upon the following matters:
*The election of two Class III directors to hold office for a term expiring at our 2025 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their respective earlier resignation or removal;
*The ratification and approval of the selection of KPMG, LLP as our independent registered public accounting firm for the year ending December 31, 2022; and
*The non-binding advisory vote on executive compensation.
Election of Directors
At the annual meeting, Kevin L. Riley and David T. Turner were elected as Class III directors. The following is a summary of the votes cast at the annual meeting with respect to the election of directors:
Kevin L. Riley
For – 2,779,629
Against – 584,187
Abstain – 94,710
There were 1,142,094 broker non-votes with respect to this matter.
David T. Turner
For – 3,123,606
Against – 244,038
Abstain – 90,882
There were 1,142,094 broker non-votes with respect to this matter.
In addition to the three Class III directors elected at the Annual Meeting, the persons continuing in their term of office as members of our board of directors are:
Class I Directors (terms to expire in 2023)
Kathleen L. Bruegenhemke
Philip D. Freeman
Jonathan D. Holtaway
Class II Directors (terms to expire in 2024)
Frank E. Burkhead
Gus S. Wetzel, III
Ratification and Approval of Independent Registered Public Accounting Firm
At the annual meeting, the selection of KPMG, LLP as our independent registered public accounting firm for the year ending December 31, 2022 was ratified and approved. The following is a summary of the votes cast at the annual meeting with respect to this matter:
For – 4,279,217
Against – 222,583
Abstain – 98,820
There were no broker non-votes with respect to this matter.
Advisory Approval of the Compensation of our Executives
At the annual meeting, the compensation of our executives disclosed in the proxy statement prepared with respect to the annual meeting was approved. The following is a summary of the votes cast at the annual meeting with respect to this matter:
For – 3,016,363
Against – 294,928
Abstain – 147,235
There were 1,142,094 broker non-votes with respect to this matter.
Additional information regarding the matters voted on at the annual meeting is contained in our proxy statement dated April 22, 2022.
Item 9.01 Financial Statements and Exhibits.
The full text of the press release is furnished as an exhibit to this report on Form 8-K.
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| Exhibit No | Description |
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| 99.1 | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: June 9, 2022 | Hawthorn Bancshares, Inc. By: /s/ David T. Turner Name: David T. Turner Title: Chairman, CEO & President |