DEF: Marathon Bancorp Schedules 2025 Annual Stockholder Meeting

Marathon Bancorp, Inc. announced its 2025 Annual Meeting of Stockholders for November 18, 2025, to elect directors and ratify its independent auditor.

Summary

• The 2025 Annual Meeting of Stockholders will be held on November 18, 2025, at 9:00 a.m. local time at Marathon Bank, 500 Scott Street, Wausau, Wisconsin.
• Stockholders will vote on the election of two directors, Ann M. Werth and Timothy R. Wimmer, for a three-year term ending after the fiscal year June 30, 2028.
• Stockholders will also vote on the ratification of Bonadio & Co., LLP as the independent registered public accounting firm for the year ending June 30, 2026.
• The Board of Directors unanimously recommends a vote FOR each matter to be considered.
• Stockholders of record as of September 30, 2025, are entitled to vote, with 2,938,698 shares of common stock outstanding.
• Proxy materials, including the 2025 Annual Report, are available online at www.cstproxy.com/marathon/2025.

Sentiment

Score: 5

Explanation: The filing is a routine definitive proxy statement, primarily procedural and governance-focused, with no new financial performance data or significant strategic announcements that would alter sentiment. It reflects standard corporate operations and compliance.

Positives

• The Board of Directors maintains a separation of the Chairwoman and CEO roles, with an independent Chairwoman (Amy Zientara), ensuring greater independent oversight.
• Independent directors hold executive sessions at least twice a year, enhancing effective independent oversight.
• The Compensation Committee, composed solely of independent directors, evaluates the CEO's performance.
• The company has adopted a Code of Ethics for Senior Officers and a Policy on Insider Trading, including anti-hedging and anti-pledging provisions, to promote compliance and ethical conduct.
• All loans to directors and officers comply with federal regulations, made in the ordinary course of business, and did not involve more than normal risk of collectability, with no outstanding loans to executive officers and directors at June 30, 2025.
• The Audit Committee pre-approved 100% of audit and tax fees for fiscal years 2025 and 2024, demonstrating robust oversight of auditor independence.

Future Outlook

The filing primarily outlines procedural matters for the upcoming annual meeting and does not provide specific forward-looking statements or guidance on the company's financial performance or strategic direction beyond the scope of corporate governance and executive compensation practices. It does mention the expectation of the 2026 annual meeting to be held on November 17, 2026.

Management Comments

• "We cordially invite you to attend the 2025 Annual Meeting of Stockholders of Marathon Bancorp, Inc."
• "The Board of Directors has determined that the matters to be considered at the annual meeting are in the best interest of Marathon Bancorp, Inc. and its stockholders, and the Board of Directors unanimously recommends a vote FOR each matter to be considered."
• "On behalf of the Board of Directors, we urge you to sign, date and return the enclosed proxy card or vote via the Internet or by mobile device as soon as possible, even if you currently plan to attend the annual meeting."
• "Your vote is important, regardless of the number of shares that you own."

Industry Context

The filing highlights Marathon Bancorp's commitment to community banking, seeking directors with strong local ties and experience in economic development, residential housing, and commercial opportunities within its market area. Executive compensation is benchmarked against 'other financial institutions, particularly those in our peer group based on asset size and market area,' indicating a focus on competitive compensation within the banking sector to attract and retain talent.

Comparison to Industry Standards

• The company's executive compensation philosophy aims to maintain levels competitive with other financial institutions, particularly those in its peer group based on asset size and market area, utilizing bank compensation surveys compiled by the American Bankers Association.
• The board's structure, with a separate, independent Chairwoman and active independent director executive sessions, aligns with best practices in corporate governance for public companies, often seen in larger financial institutions to enhance oversight.
• The adoption of a Code of Ethics, Insider Trading Policy, and Anti-Hedging Policy reflects adherence to regulatory and ethical standards common across the financial services industry.

Corporate Governance

Related Party Transactions

• All loans made by Marathon Bank to executive officers, directors, immediate family members, or affiliated organizations were made in the ordinary course of business, on substantially the same terms as comparable loans to unrelated persons, and did not involve more than normal risk of collectability or other unfavorable features.
• Marathon Bank is in compliance with federal regulations regarding loans and extensions of credit to executive officers and directors.
• No outstanding loans to executive officers and directors were present at June 30, 2025.
• No transactions or series of transactions, or business relationships, exceeding $120,000, in which directors or executive officers have a direct or indirect material interest, were present or proposed.
• The Audit Committee periodically reviews transactions in excess of $25,000 with directors, executive officers, and their family members to ensure compliance with policies.

Stakeholder Impact

• **Shareholders:** Will participate in corporate governance by voting on director elections and auditor ratification, and receive information on executive compensation and corporate policies.
• **Employees:** Benefit from the Marathon Bank Employee Stock Ownership Plan (ESOP) and 401(k) Plan, which include investments in Marathon Bancorp, Inc. common stock, and are subject to compensation and insider trading policies.
• **Customers:** The company's focus on community development and directors' local expertise aims to strengthen Marathon Bank's position and service to local consumers and businesses.
• **Management:** Executive officers' compensation is tied to corporate performance objectives, and their employment agreements include provisions for severance and change in control, aligning incentives with company success and providing security.

Next Steps

• Stockholders are requested to vote on the election of two directors and the ratification of the independent registered public accounting firm by November 17, 2025 (electronic) or by mail.
• The 2025 Annual Meeting of Stockholders will be held on November 18, 2025.
• The Audit Committee will continue to oversee financial reporting, internal controls, and the independent auditor's performance.
• The Compensation Committee will continue to establish executive compensation guidelines and evaluate performance.
• The Nominating and Corporate Governance Committee will continue to identify and evaluate director candidates.
• Stockholders wishing to submit proposals for the 2026 Annual Meeting must do so by June 17, 2026, for inclusion in proxy materials, or between July 20, 2026, and July 30, 2026, for advance notice nominations/business.

Key Dates

Keywords

Proxy Statement, Annual Meeting, Director Election, Auditor Ratification, Corporate Governance, Executive Compensation, Stockholder Voting, Marathon Bancorp, Banking Industry, Financial Services