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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 4,
2019
Hawthorn Bancshares, Inc.
(Exact Name of Registrant as Specified in Charter)
Missouri
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0-23636
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43-1626350
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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132 East High Street, PO Box 688, Jefferson City, Missouri
65102
(Address of Principal Executive Offices)
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):
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
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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). ☐
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. ☐
Securities registered pursuant to Section 12(g) of the
Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $1.00 par value
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HWBK
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The
Nasdaq Stock Market LLC
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Item 5.07 Submission of Matters to a Vote of Security
Holders.
Hawthorn
Bancshares, Inc. held its annual meeting of shareholders on
Tuesday, June 4, 2019, 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 2022 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,
2019.
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:
2,604,607
Against:
912,060
Abstain:
65,433
There were
1,224,430 broker non-votes with respect to this
matter.
David
T. Turner
For:
2,612,501
Against:
904,166
Abstain:
65,433
There were
1,224,430 broker non-votes with respect to this
matter.
In
addition to the two 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 2020)
Kathleen L.
Bruegenhemke
Philip D.
Freeman
Jonathan D.
Holtaway
Class
II Directors (terms to expire in 2021)
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,
2019 was ratified and approved. The following is a summary of the
votes cast at the annual meeting with respect to this
matter:
For:
4,422,325
Against:
304,705
Abstain:
79,500
There
were no 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 24, 2019.
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.
Exhibit Index
Exhibit
No.Description
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.
Dated:
June 6, 2019
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Hawthorn Bancshares, Inc.
By:
/s/ David T. Turner
Name: David T. Turner
Title: Chairman, CEO &
President
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