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
Date of Report (Date of earliest event reported): April 25, 2023
HMN Financial, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 0-24100 | | 41-1777397 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1016 Civic Center Drive Northwest Rochester, Minnesota | | 55901 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code (507) 535-1200
| | (Former name or former address, if changed since last report)
| |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common Stock | HMNF | The Nasdaq Stock Market LLC |
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 25, 2022 (the “Annual Meeting”). On March 1, 2022, the record date for the Annual Meeting, there were 4,484,614 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:
| | 1. | The stockholders elected 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: |
| Terms expiring in 2026: | | For | | | Withheld | | | Broker Non-Votes | |
| Pamela Bishop | | | 2,872,685.791 | | | | 329,168.718 | | | | 592,919.000 | |
| Sequoya Borgman | | | 2,439,922.791 | | | | 761,931.718 | | | | 592,919.000 | |
| David Oeth | | | 2,873,049.791 | | | | 328,804.718 | | | | 592,919.000 | |
| | 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: |
| Votes for the proposal | | | 2,450,390.536 | |
| Votes against the proposal | | | 731,013.697 | |
| Votes abstaining | | | 20,450.276 | |
| Broker Non-Votes | | | 592,919.000 | |
| | 3. | The stockholders ratified the appointment of Baker Tilly US LLP as the Company’s independent registered public accounting firm for 2023. The votes regarding this proposal were as follows: |
| Votes for the proposal | | | 3,793,731.799 | |
| Votes against the proposal | | | 872.710 | |
| Votes abstaining | | | 169.000 | |
Item 7.01 Regulation FD Disclosure.
On April 26, 2023, the Company issued a press release regarding a dividend declaration. The text of the press release is attached as Exhibit 99 to this Form 8-K and incorporated by reference into this Item 7.01. The information included in the press release is to be considered furnished under the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 99 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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) | |
| | | |
| | | |
| Date: April 26, 2023 | By: /s/ Jon Eberle | |
| | Jon Eberle | |
| | Senior Vice President, Chief Financial Officer and | |
| | Treasurer | |
| | | |
