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$FNWD·8-K

Finward Bancorp · May 26, 4:06 PM ET

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Finward Bancorp 8-K

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Finward Bancorp Reports 2026 Annual Meeting Vote Results

What Happened

  • Finward Bancorp (FNWD) filed an 8-K (Item 5.07) reporting the results of its virtual Annual Meeting held May 22, 2026. Only holders of record as of March 20, 2026 (4,330,486 shares outstanding) could vote. A total of 3,284,619 shares were present virtually or by proxy, constituting a quorum.
  • Shareholders elected three directors to three-year terms expiring in 2029, ratified Forvis Mazars, LLP as the independent registered public accounting firm for 2026, and approved, on a non-binding basis, executive compensation for the named executive officers.

Key Details

  • Record date and outstanding shares: March 20, 2026 — 4,330,486 shares.
  • Shares present (virtual or by proxy): 3,284,619.
  • Directors elected (terms expiring 2029):
    • Benjamin J. Bochnowski — For: 2,486,625; Withheld: 418,023; Broker non-votes: 379,971.
    • Robert E. Johnson, III — For: 2,572,074; Withheld: 332,574; Broker non-votes: 379,971.
    • Martin P. Alwin — For: 2,659,517; Withheld: 245,131; Broker non-votes: 379,971.
  • Auditor ratification: Forvis Mazars, LLP — For: 3,218,420; Against: 57,910; Abstain: 8,289.
  • Advisory (non-binding) vote on executive compensation — For: 2,720,043; Against: 169,928; Abstain: 14,677; Broker non-votes: 379,971.
  • No other matters were voted on. 8-K signed May 26, 2026 by Benjamin L. Schmitt, EVP, CFO & Treasurer.

Why It Matters

  • Board continuity: Election of three directors keeps the board composition stable through 2029, which affects oversight and strategic direction.
  • Financial reporting continuity: Ratification of Forvis Mazars, LLP confirms the company’s auditor for 2026, relevant to future audited financials.
  • Compensation approval: The non-binding "say-on-pay" passed, signaling shareholder support for executive pay practices; as advisory, it does not change compensation directly but informs the board.
  • Voting breakdowns (including notable broker non-votes) show participation levels and how unaffiliated broker-held shares were treated on certain matters, which can affect close votes.

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