UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
April 15, 2024
Date of Report (date of earliest event reported)
HILLS BANCORPORATION
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
| Iowa | 0-12668 | 42-1208067 | |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| |
| 131 E. Main Street, PO Box 160 | Hills | Iowa | 52235 | |
| (Address of Principal Executive Offices) | | (Zip Code) | |
(319) 679-2291
Registrant's telephone number, including area code
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 (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
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Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held on April 15, 2024. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 15, 2024. The final results of the shareholder votes are as follows:
Proposal 1 - Election of Directors
The following individual was elected to serve as a director to hold office until the 2025 annual meeting:
| | | | | | | | | | | | | | | | | | | | |
| | For | | Withhold Authority | | Broker Non-Votes |
| Dwight O. Seegmiller | | 4,980,878.51 | | | 46.728.29 | | 409,656.00 | |
The following individuals were elected to serve as directors to hold office until the 2027 annual meeting:
| | | | | | | | | | | | | | | | | | | | |
| | For | | Withhold Authority | | Broker Non-Votes |
| Thomas R. Wiele | | 4,970,740.40 | | | 56,866.40 | | | 409,656.00 | |
| Michael S. Donovan | | 4,991,875.63 | | | 35,731.17 | | | 409,656.00 | |
| Kirsten H. Frey | | 5,006,006.52 | | | 21,600.28 | | | 409,656.00 | |
| Amy E. T. Sparks, Ph.D. | | 4,951,383.15 | | | 76,223.65 | | | 409,656.00 | |
| William A. Wever II, D.D.S. | | 4,954,187.26 | | | 73,419.55 | | | 409,656.00 | |
Proposal 2 - Non-Binding Advisory Vote on Executive Compensation
The shareholders approved executive compensation.
| | | | | |
| For | 4,598,191.36 | |
| Against | 106,406.62 | |
| Abstain | 323,008.82 | |
| Broker Non-Votes | 409,656.00 | |
Proposal 3 - Non-Binding Appointment of FORVIS LLP as the independent registered public accounting firm for Hills Bancorporation
| | | | | |
| For | 5,173,899.03 | |
| Against | 72,745.02 | |
| Abstain | 190,618.75 | |
| Broker Non-Votes | — | |
SIGNATURE
Pursuant to the requirement 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.
HILLS BANCORPORATION
Date: April 16, 2024 /s/ Dwight O. Seegmiller
Dwight O. Seegmiller, Director, President and Chief Executive Officer
