Bridgewater Bancshares Files 8-K on Director Changes and Compensation

TL;DR

Board shakeup and exec pay details filed by Bridgewater Bancshares.

AI Summary

Bridgewater Bancshares, Inc. filed an 8-K on April 26, 2024, reporting on the departure of a director, the election of a new director, and compensatory arrangements for certain officers. The filing also includes information on matters submitted to a vote of security holders and financial statements and exhibits.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing is routine corporate disclosure and does not indicate any immediate financial distress or significant operational changes.

Key Players & Entities

• Bridgewater Bancshares, Inc. (company) — Registrant
• April 26, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — hangeonwhichregistered: Common Stock, $0.01 Par Value BWB The Nasdaq Stock Mark

Filing Documents

• bwb-20240426x8k.htm (8-K) — 80KB
• bwb-20240426xex99d1.htm (EX-99.1) — 15KB
• bwb-20240426xex99d1001.jpg (GRAPHIC) — 22KB
• bwb-20240426xex99d1002.jpg (GRAPHIC) — 13KB
• bwb-20240426xex99d1003.jpg (GRAPHIC) — 14KB
• bwb-20240426xex99d1004.jpg (GRAPHIC) — 17KB
• 0001558370-24-005914.txt ( ) — 347KB
• bwb-20240426.xsd (EX-101.SCH) — 4KB
• bwb-20240426_def.xml (EX-101.DEF) — 13KB
• bwb-20240426_lab.xml (EX-101.LAB) — 19KB
• bwb-20240426_pre.xml (EX-101.PRE) — 13KB
• bwb-20240426x8k_htm.xml (XML) — 7KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 25, 2024, the Board of Directors of Bridgewater Bancshares, Inc. (the "Company") appointed Joe Chybowski as the President of the Company, Mary Jayne Crocker as the Executive Vice President and Chief Strategy Officer of the Company, and Laura Espeseth as the Chief Accounting Officer of the Company, effective as of April 26, 2024 (the "Effective Date"). Prior to the Effective Date, Jerry Baack served as President, Chairman and Chief Executive Officer, and he will continue to serve as Chairman and Chief Executive Officer of the Company after the Effective Date. Mr. Chybowski, age 37, will continue to serve as Chief Financial Officer of the Company, a position he has held since 2017. In his capacity as President of the Company, Mr. Chybowski will also serve as the principal operating officer of the Company, a role previously served by Ms. Crocker. Prior to 2017, Mr. Chybowski served as Controller of the Company from 2013 to 2017. Prior to joining the Company, Mr. Chybowski worked for Performance Trust Capital Partners in Chicago from 2009 to 2013 advising financial institutions on investment portfolio strategy and asset/liability management. Ms. Crocker, age 62, has been with the Company since its founding in 2005, and prior to her current appointment as Executive Vice President and Chief Strategy Officer she served as Executive Vice President and Chief Operating Officer of the Company since 2014. As Chief Strategy Officer, Ms. Crocker will be responsible for shaping the long-term strategic plans and ensuring alignment with the Company's objectives. Ms. Espeseth, age 42, will also serve as principal accounting officer of the Company, a role previously served by Mr. Chybowski. Prior to Ms. Espeseth's appointment as Chief Accounting Officer, Ms. Espeseth has worked in various roles since joining the

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The annual meeting of shareholders (the "Annual Meeting") was held on April 23, 2024. The record date for determination of shareholders entitled to vote at the Annual Meeting was February 26, 2024. There were 27,710,319 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 21,264,993 shares, or approximately 76.74 percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The proposals listed below were voted on at the Annual Meeting. 2 Proposal 1 : The election of four (4) director nominees to serve until the 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified: DIRECTOR NOMINEE VOTES FOR VOTES WITHHELD BROKER NON-VOTES Jerry Baack 17,769,482 295,010 3,200,501 Lisa Brezonik 17,240,378 824,114 3,200,501 Mohammed Lawal 17,319,574 744,918 3,200,501 Jeffrey Shellberg 17,771,735 292,757 3,200,501 Proposal 2 : The approval, on a non-binding advisory basis, of the 2023 executive compensation: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 17,215,792 669,876 178,824 3,200,501 Proposal 3 : The recommendation on the frequency of the non-binding vote to approve the executive compensation: 1 YEAR 2 YEARS 3 YEARS ABSTAIN 17,043,194 4,736 795,419 221,143 Proposal 4 : The ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024: VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 21,253,733 10,511 749 -

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 Press Release of Bridgewater Bancshares, Inc., dated April 26, 2024, regarding strategic leadership transitions Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

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. Bridgewater Bancshares, Inc. Date: April 26, 2024 By: /s/ Jerry Baack Name: Jerry Baack Title: Chairman and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR