HAWTHORN BANCSHARES, INC. 8-K

What Happened

• Hawthorn Bancshares, Inc. filed an 8‑K on June 8, 2026 reporting results of its June 2, 2026 Annual Meeting and board action to adopt a form of Restricted Stock Unit (RSU) award agreement for non‑employee directors under the company's Equity Incentive Plan.
• Four Class I director nominees were elected to three‑year terms; shareholders also ratified Forvis Mazars, LLP as the independent auditor and approved advisory votes on executive compensation and the frequency of say‑on‑pay votes.

Key Details

• Shares present/represented at the meeting: 5,116,853 (≈74.27% of outstanding common stock).
• Director election votes (selected results): Kathleen L. Bruegenhemke — 3,454,668 For; Douglas T. Eden — 3,393,288 For; Philip D. Freeman — 2,925,051 For; Jonathan D. Holtaway — 3,409,752 For. Broker non‑votes: 1,536,250.
• Auditor ratification: Forvis Mazars, LLP — 4,858,332 For; 155,391 Against; 103,130 Abstentions.
• Advisory votes: Executive compensation (Say-on-Pay) — 3,378,004 For; 89,611 Against; 112,987 Abstentions. Frequency vote favored annual votes: 3,242,779 for every 1 year.
• Director RSU agreement: Board approved a form of non‑employee director RSU award agreement on June 2, 2026; grants vest on the first anniversary of grant subject to continuous service. The form is filed as Exhibit 10.1.

Why It Matters

• Governance and continuity: Election of the four directors and the adoption of a director RSU form affect board composition, director compensation structure, and overall corporate governance — items investors watch for oversight and alignment with shareholder interests.
• Auditor and compensation approval: Ratifying the auditor and approving executive pay (including annual say‑on‑pay) reflect shareholder support for Hawthorn’s financial reporting and compensation policies. Large broker non‑votes (1,536,250) reduced vote counts on some proposals, which is relevant when assessing the level of active shareholder participation.