Hawthorn Bancshares, Inc. Announces Annual Shareholder Meeting on June 4, 2024

TL;DR

<b>Hawthorn Bancshares, Inc. invites shareholders to its annual meeting on June 4, 2024, in Jefferson City, MO.</b>

AI Summary

HAWTHORN BANCSHARES, INC. (HWBK) filed a Proxy Statement (DEF 14A) with the SEC on April 19, 2024. Hawthorn Bancshares, Inc. will hold its annual shareholder meeting on June 4, 2024, at 9:00 a.m. local time. The meeting will take place at Hawthorn Bank, located at 3600 Amazonas Drive, Jefferson City, Missouri, 65109. This filing is a Definitive Proxy Statement (DEF 14A) filed on April 19, 2024. The company's fiscal year ends on December 31. Hawthorn Bancshares, Inc. is incorporated in Missouri (MO).

Why It Matters

For investors and stakeholders tracking HAWTHORN BANCSHARES, INC., this filing contains several important signals. Shareholders need to be aware of the date and location of the annual meeting to exercise their voting rights and participate in company governance. The DEF 14A filing provides essential information regarding the meeting's agenda, director nominations, and other shareholder matters, enabling informed decision-making.

Risk Assessment

Risk Level: low — HAWTHORN BANCSHARES, INC. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational concerns indicated.

Analyst Insight

Shareholders should review the proxy materials to understand the proposals and director nominees before the June 4th meeting.

Key Numbers

• June 4, 2024 — Annual Meeting Date (Date of the annual meeting of shareholders)
• 9:00 a.m. — Meeting Time (Time of the annual meeting of shareholders)
• 2024-04-19 — Filing Date (Date the DEF 14A was filed)
• 1231 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

• HAWTHORN BANCSHARES, INC. (company) — Registrant
• June 4, 2024 (date) — Annual shareholder meeting date
• 9:00 a.m. (time) — Annual shareholder meeting time
• Hawthorn Bank (company) — Meeting location
• 3600 Amazonas Drive, Jefferson City, Missouri, 65109 (location) — Meeting address
• April 19, 2024 (date) — Filing date
• DEF 14A (document_type) — Filing type
• 1231 (date) — Fiscal year end

FAQ

Industry Context

Hawthorn Bancshares, Inc. operates within the national commercial banking sector.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, requiring public companies to provide shareholders with information before meetings.

What Investors Should Do

1. Review the full proxy statement for details on proposals and director nominees.
2. Mark your calendar for the annual meeting on June 4, 2024.
3. Ensure your voting instructions are submitted if you cannot attend the meeting in person.

Key Dates

• 2024-06-04: Annual Shareholder Meeting — Shareholders will gather to vote on company matters and elect directors.
• 2024-04-19: DEF 14A Filing — The company filed its definitive proxy statement with the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing for the annual meeting, indicating a routine corporate event.

Key Financial Figures

• $1.00 — ing are the shares of our common stock, $1.00 par value. Each issued and outstanding

Filing Documents

• hwbk-20240417.htm (DEF 14A) — 515KB
• hwbk-20240417_g1.jpg (GRAPHIC) — 5KB
• hwbk-20240417_g10.jpg (GRAPHIC) — 119KB
• hwbk-20240417_g2.jpg (GRAPHIC) — 47KB
• hwbk-20240417_g3.jpg (GRAPHIC) — 99KB
• hwbk-20240417_g4.jpg (GRAPHIC) — 93KB
• hwbk-20240417_g5.jpg (GRAPHIC) — 152KB
• hwbk-20240417_g6.jpg (GRAPHIC) — 115KB
• hwbk-20240417_g7.jpg (GRAPHIC) — 134KB
• hwbk-20240417_g8.jpg (GRAPHIC) — 151KB
• hwbk-20240417_g9.jpg (GRAPHIC) — 114KB
• 0000893847-24-000005.txt (&nbsp;) — 3642KB
• hwbk-20240417.xsd (EX-101.SCH) — 2KB
• hwbk-20240417_def.xml (EX-101.DEF) — 3KB
• hwbk-20240417_lab.xml (EX-101.LAB) — 3KB
• hwbk-20240417_pre.xml (EX-101.PRE) — 2KB
• hwbk-20240417_htm.xml (XML) — 55KB

: Election of Directors

Item 1: Election of Directors 6

: Selection of Independent Registered Public Accounting Firm

Item 2: Selection of Independent Registered Public Accounting Firm 10

: Non-Binding Advisory Vote on Executive Compensation

Item 3: Non-Binding Advisory Vote on Executive Compensation 11 Corporate Governance and Board Matters 12

Executive Compensation and Related Matters

Executive Compensation and Related Matters 17 Pay Versus Performance 29 Related Party Transactions 32 Independent Auditor Fees and Services 33 Audit Committee Report 35 36 Securities Authorized for Issuance under Equity Compensation Plans 38 Shareholder Proposals 39 Other Matters 41 Appendix A - Proxy Cards A-1 Table of Contents Hawthorn Bancshares, Inc. 132 East High Street Jefferson City, Missouri 65101 __________________ PROXY STATEMENT __________________ ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 4, 2024 __________________ QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING Although we encourage you to read this proxy statement in its entirety, we include this question and answer section to provide some background information and brief answers to several questions you might have about the annual meeting. Why am I receiving these materials? The board of directors of Hawthorn Bancshares, Inc. is providing these materials to you in connection with our annual meeting of shareholders on June 4, 2024. The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, and certain other required information. This proxy statement, the notice of annual meeting of shareholders and the accompanying proxy card or voting instruction form were first sent or given to our shareholders on or about April 19, 2024. As a shareholder of our Company, you are entitled and encouraged to vote on the items of business described in these proxy materials. Your vote is very important. For this reason, our board is requesting that you allow your shares to be represented at the annual meeting by the persons named as proxies on the enclosed proxy card or voting instruction form. When and where will the annual meeting be held? The annual meeting of shareholders will be held on Tuesday, June 4, 2024, commencing at 9:00 a.m., local time, a

: ELECTION OF DIRECTORS

ITEM 1: ELECTION OF DIRECTORS What am I voting on? One of the purposes of this annual meeting is to elect four directors in Class II to serve for a three-year term expiring at the annual meeting of shareholders in 2027 and until such director's successor is duly elected and qualified or until such director's earlier resignation or removal. What is the structure of our board and how often are directors elected? Our board of directors consists of twelve directors. Our articles of incorporation divides the board into three classes of directors, with directors serving staggered terms of three years and until their respective successors are duly elected and qualified or until their respective earlier resignation or removal. The present terms of Frank E. Burkhead, Brent M. Giles, Jonathan L. States and Gus S. Wetzel, III, the four directors in Class II, expire at this annual meeting. Directors in Class III (Gregg A. Bexten, Shawna M. Hettinger, Kevin L. Riley and David T. Turner) and Class I (Kathleen L. Bruegenhemke, Douglas T. Eden, Philip D. Freeman and Jonathan D. Holtaway) have terms expiring at the time of the annual meeting of shareholders in 2025 and 2026, respectively. Our board of directors has determined that Messrs. Burkhead, Eden, Freeman, Holtaway, Riley, States and Wetzel and Mrs. Hettinger each satisfies the independence requirements of The Nasdaq Global Select Market or Nasdaq. Who are this year's nominees? The nominating and corporate governance committee of our board of directors has designated Frank E. Burkhead, Brent M. Giles, Jonathan L. States and Gus S. Wetzel, III as the nominees proposed for election at the annual meeting. Each of these nominees currently serves on our board. Unless authority to vote for the nominees or a particular nominee is withheld, it is intended that the shares represented by properly executed proxies in the form enclosed will be voted for the election as directors of Messrs. Burkhead, Giles, States and Wetzel. 6 T

View Full Filing

View this DEF 14A filing on SEC EDGAR