DEF 14A: 1895 Bancorp of Wisconsin Announces Annual Meeting of Stockholders

1895 Bancorp of Wisconsin will hold its annual meeting on May 31, 2024, to elect three directors and ratify the appointment of Wipfli LLP as its independent accounting firm.

Summary

• 1895 Bancorp of Wisconsin, Inc. will hold its 2024 Annual Meeting of Stockholders on May 31, 2024, at 10:00 a.m. Central time at the office of PyraMax Bank, FSB in Greenfield, Wisconsin.
• The meeting will address the election of three directors and the ratification of the appointment of Wipfli LLP as the independent registered public accounting firm for the year ending December 31, 2024.
• The Board of Directors recommends voting FOR each director nominee and FOR the ratification of the accounting firm appointment.
• Stockholders of record as of April 5, 2024, are entitled to vote.
• As of April 5, 2024, there were 6,007,751 shares of common stock issued and outstanding.
• The proxy statement and the 2023 Annual Report are available online at www.cstproxy.com/1895bancorpofwisconsin/2024.

Sentiment

Score: 7

Explanation: The document is a standard corporate communication with a neutral to positive sentiment. It outlines routine business matters and expresses confidence in the company's direction.

Positives

• The Board of Directors is actively involved in risk oversight through committees and regular reports from officers.
• The company has adopted a Code of Ethics for Senior Officers and a hedging policy to prevent officers, directors, and employees from hedging against decreases in the market value of the company's equity securities.
• The company has a clawback policy that complies with NASDAQ listing standards.
• All members of the Board of Directors at the time of the 2023 Annual Meeting of Stockholders attended the 2023 Annual Meeting of Stockholders.

Risks

• The proxy statement notes that directors and executive officers are required to file reports with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership of the company's common stock, and that Securities and Exchange Commission rules require disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis.

Future Outlook

The company expects to hold the 2025 Annual Meeting of Stockholders on May 30, 2025.

Management Comments

• The Board of Directors has determined that the matters to be considered at the annual meeting are in the best interest of 1895 Bancorp of Wisconsin, Inc. and its stockholders, and the Board of Directors unanimously recommends a vote FOR each director nominee and each other matter to be considered.
• On behalf of the Board of Directors, we urge you to sign, date and return the enclosed proxy card or submit your proxy online following the instructions on the proxy card as soon as possible.

Industry Context

This is a standard proxy statement for a publicly traded company, outlining the business to be conducted at the annual meeting of stockholders, including the election of directors and the ratification of the independent auditor. It is typical for financial institutions to provide detailed information about director qualifications, compensation, and related party transactions to ensure transparency and compliance with regulatory requirements.

Comparison to Industry Standards

• The structure and content of this proxy statement are consistent with industry standards for publicly traded financial institutions.
• The disclosure of director and executive compensation, related party transactions, and audit fees aligns with regulatory requirements and best practices.
• The inclusion of information about the Board's leadership structure, risk oversight, and committee charters is also common among peer companies.
• Comparable companies like Waterstone Financial, Inc. and First Business Financial Services, Inc. also provide similar proxy statements to their shareholders.

Related Party Transactions

• At December 31, 2023, all of our loans to directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to PyraMax Bank, and did not involve more than the normal risk of collectability or present other unfavorable features.
• These loans were performing according to their original repayment terms at December 31, 2023, and were made in compliance with federal banking regulations.
• Other than the loans described above, PyraMax Bank has not entered into any transactions since January 1, 2023 in which the amount involved exceeded $120,000 and in which any related persons had or will have a direct or indirect material interest.

Stakeholder Impact

• Shareholders are asked to vote on key governance matters, including the election of directors and the ratification of the independent auditor.
• The outcome of the votes will influence the composition of the Board of Directors and the oversight of the company's financial reporting.
• The proxy statement provides transparency into executive and director compensation, related party transactions, and corporate governance practices, which are important to stakeholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Stockholders on May 31, 2024.
• The Board of Directors will continue to oversee the company's operations and strategic direction.

Key Dates

Keywords

annual meeting, proxy statement, directors, Wipfli LLP, stockholders, governance, 1895 Bancorp, PyraMax Bank