hwbk-20240604

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, 2024

Hawthorn Bancshares, Inc.

(Exact Name of Registrant as Specified in Charter)


Missouri	0-23636	43-1626350
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


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:


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 4, 2024, at which meeting the Company's shareholders voted upon the following matters:

*The election of four Class II directors to hold office for a term expiring at the Company's 2027 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 FORVIS, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024; and

*The non-binding advisory vote on executive compensation.

Election of Directors

At the 2024 Annual Meeting, Frank E. Burkhead, Brent M. Giles, Jonathan L. States and Gus S. Wetzel, III were elected as Class II directors. The following is a summary of the votes cast at the annual meeting with respect to the election of directors:

Frank E. Burkhead


For			2,958,000
Against			181,653
Abstain			94,545

There were 1,458,937 broker non-votes with respect to this matter.

Brent M. Giles


For			3,091,233
Against			47,033
Abstain			95,931

There were 1,458,937 broker non-votes with respect to this matter.

Jonathan L. States


For			3,105,475
Against			34,032
Abstain			94,691

There were 1,458,937 broker non-votes with respect to this matter.

Gus S. Wetzel, III


For			3,009,448
Against			118,859
Abstain			105,891

There were 1,458,937 broker non-votes with respect to this matter.

In addition to the four Class II directors elected at the 2024 Annual Meeting, the persons continuing in their term of office as members of the Company's board of directors are:

Class III Directors (terms to expire in 2025)

Gregg A. Bexten

Shawna M. Hettinger

Kevin L. Riley

David T. Turner

Class I Directors (terms to expire in 2026)

Kathleen L. Bruegenhemke

Douglas T. Eden

Philip D. Freeman

Jonathan D. Holtaway

Ratification and Approval of Independent Registered Public Accounting Firm

At the 2024 Annual Meeting, the selection of FORVIS, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 was ratified and approved. The following is a summary of the votes cast at the annual meeting with respect to this matter:


For			4,549,441
Against			40,822
Abstain			102,871

There were no broker non-votes with respect to this matter.

Advisory Approval of the Compensation of our Executives

At the 2024 Annual Meeting, the compensation of the Company's 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			2,985,915
Against			116,444
Abstain			131,838

There were 1,458,937 broker non-votes with respect to this matter.

Additional information regarding the matters voted on at the 2024 Annual Meeting is contained in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2024.

Item 7.01 Regulation FD.

On June 7, 2024, the Company issued a press release announcing the results of 2024 Annual Meeting. The full text of the press release is furnished as Exhibit 99.1 to hereto.

The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.


Exhibit No			Description

99.1			Press release, dated June 7 , 2024, issued by Hawthorn Bancshares, Inc .
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.


Dated: June 7, 2024			Hawthorn Bancshares, Inc. By: /s/ Brent M. Giles Name: Brent M. Giles Title: Chief Executive Officer