UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 23, 2019
HMN Financial, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-24100 |
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41-1777397 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1016 Civic Center Drive Northwest Rochester, Minnesota |
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55901 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code (507) 535-1200
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(Former name or former address, if changed since last report) |
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
[ ] 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
The Company’s Annual Meeting of Stockholders was held on April 23, 2019 at 10:00 a.m. (the “Annual Meeting”). On March 1, 2019, the record date for the Annual Meeting, there were 4,842,146 shares of common stock issued and outstanding. The final results of the stockholder vote on each proposal brought before the Annual Meeting were as follows:
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1. |
The stockholders elected one director to serve until the conclusion of the first succeeding annual meeting of stockholders or until his successor has been duly elected and qualified and three directors to serve until the conclusion of the third succeeding annual meeting of stockholders or until their successors have been duly elected and qualified. The votes regarding this proposal were as follows: |
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Term expiring in 2020: |
For |
Against |
Abstain |
Broker Non-Votes |
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Sequoya S. Borgman |
2,462,678.243 |
341,357.618 |
11,513.000 |
1,310,565.000 |
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Terms expiring in 2022: |
For |
Against |
Abstain |
Broker Non-Votes |
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Michael A. Bue |
2,027,340.263 |
783,257.169 |
4,951.249 |
1,310,565.000 |
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Wendy S. Shannon |
2,021,133.894 |
790,152.967 |
4,262.000 |
1,310,565.000 |
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Hans K. Zietlow |
1,455,625.513 |
1,355,025.348 |
4,898.000 |
1,310,565.000 |
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2. |
The stockholders voted by a non-binding advisory vote to approve the compensation of the Company’s executives as disclosed in the proxy statement. The votes regarding this proposal were as follows: |
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Votes for the proposal |
2,497,595.341 |
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Votes against the proposal |
132,571.289 |
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Votes abstaining |
185,382.231 |
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Broker Non-Votes |
1,310,565.000 |
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3. |
The stockholders voted by a non-binding advisory vote to hold future advisory votes on executive compensation on an annual basis. The votes regarding this proposal were as follows: |
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One Year |
2,196,608,595 |
| Two Years | 42,654.914 |
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Three Years |
368,895.610 |
| Abstain | 207,389.742 |
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Broker Non-Vote |
1,310,565.000 |
After considering the stockholders’ advisory vote results, the Company has determined that it will continue to hold an advisory vote on executive compensation annually.
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4. |
The stockholders ratified the appointment of CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for 2019. The votes regarding this proposal were as follows: |
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Votes for the proposal |
4,106,603.889 |
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Votes against the proposal |
7,779.972 |
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Votes abstaining |
11,730.000 |
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 hereunto duly authorized.
| HMN Financial, Inc. (Registrant) |
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| Date: April 25, 2019 | /s/ Jon Eberle | |
| Jon Eberle Senior Vice President, Chief Financial Officer and Treasurer |
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