8-K: Hawthorn Bancshares Shareholders Approve Directors, Executive Pay; Board Authorizes New $10 Million Stock Repurchase Program

Hawthorn Bancshares, Inc. announced the successful completion of its 2025 Annual Meeting, where shareholders approved all proposals, and the Board of Directors subsequently authorized a new $10.0 million common stock repurchase program.

Summary

• Hawthorn Bancshares, Inc. held its 2025 Annual Meeting of Shareholders on June 3, 2025, with 4,471,977 shares, representing approximately 64.05% of outstanding common stock, present or represented by proxy.
• Shareholders elected four Class III director nominees—Gregg A. Bexten, Shawna M. Hettinger, Kevin L. Riley, and David T. Turner—to serve three-year terms expiring at the Company's 2028 annual meeting.
• The appointment of Forvis Mazars, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025, was ratified by shareholders.
• Shareholders also approved, on an advisory (non-binding) basis, the compensation of the Company's executives as disclosed in the proxy statement.
• On June 5, 2025, the Board of Directors approved a new common stock repurchase program, authorizing the repurchase of up to $10.0 million in market value of the Company's common stock, replacing the prior program.
• The timing and amount of repurchases will be at management's discretion, depend on market conditions, and may occur in open market or privately negotiated transactions, with no set termination date.
• Repurchased shares will be held in treasury for general corporate purposes, including stock-based employee benefit plans and stock dividends, and are expected to be funded by cash on hand, operations, and other sources.
• As of June 3, 2025, Hawthorn Bancshares had 6,946,656 common shares outstanding.

Sentiment

Score: 8

Explanation: The document reports successful shareholder votes on all proposals, including the election of directors and approval of executive compensation, indicating stable corporate governance. The announcement of a new $10.0 million stock repurchase program is a strong positive signal for shareholder value and reflects management's confidence in the company's financial position.

Positives

• Shareholders approved all three proposals presented at the Annual Meeting, indicating strong support for the company's governance and management.
• The election of all four Class III director nominees ensures continuity and stability on the Board of Directors for the next three years.
• The ratification of Forvis Mazars, LLP as the independent auditor for 2025 maintains robust financial oversight.
• The advisory approval of executive compensation suggests shareholder alignment with the company's compensation practices.
• The Board's approval of a new $10.0 million common stock repurchase program signals confidence in the company's financial health and commitment to returning capital to shareholders, potentially enhancing shareholder value.

Risks

• Statements made in the press release that suggest intentions, hopes, beliefs, expectations, or predictions of the future are 'forward-looking statements' and actual results could differ materially from those projected.
• Additional information concerning factors that could cause actual results to differ materially from those projected in such forward-looking statements is contained from time to time in the company's quarterly and annual reports filed with the Securities and Exchange Commission.

Future Outlook

The company expects that the new common stock repurchase program will be funded by cash generated through cash on hand, operations, and other sources. However, forward-looking statements are subject to risks and uncertainties, and actual results could differ materially from projections.

Management Comments

• "Management was given discretion to determine the number and pricing of the shares to be purchased, as well as, the timing of any such purchases."
• "The timing and total amount of stock repurchases will depend upon market and other conditions and may be made from time to time in open market purchases or privately negotiated transactions."
• "The program has no termination date, may be suspended or discontinued at any time and does not obligate the Company to acquire any amount of common stock."
• "It is expected that the stock repurchases will be funded by cash generated through cash on hand, operations and other sources."

Industry Context

The approval of a new stock repurchase program by Hawthorn Bancshares is a common strategy employed by financially stable banking institutions to return capital to shareholders, signal confidence in the company's valuation, and potentially enhance earnings per share. The routine shareholder approvals of directors, auditors, and executive compensation are standard corporate governance practices within the financial services industry, reflecting ongoing operational stability.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Positively impacted by the new stock repurchase program, which can enhance shareholder value by reducing the number of outstanding shares and potentially increasing earnings per share. The approval of all proposals also indicates stable corporate governance.
• Employees: Potential positive impact as repurchased shares may be used for stock-based employee benefit plans.
• Management: Receives continued support for executive compensation and the composition of the Board of Directors, fostering stability in leadership.

Next Steps

• The Company may commence repurchases of common stock under the new program, subject to market and other conditions and management's discretion.
• The newly elected Class III directors will serve their three-year terms until the Company's 2028 annual meeting of shareholders.

Key Dates

Recommendation

Keywords

Hawthorn Bancshares, HWBK, stock repurchase program, shareholder meeting, director election, executive compensation, auditor ratification, bank holding company, financial services, Missouri banking