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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 23, 2024
 
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 23, 2024 (the “Annual Meeting”). On March 1, 2024, the record date for the Annual Meeting, there were 4,462,555 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 2027:
 
For
   
Withheld
   
Broker Non-Votes
 
Bradley Krehbiel
    2,606,854.106       777,386.891       484,664.000  
Mark Utz
    1,678,905.106       1,705,335.891       484,664.000  
Barbara Butts Williams
    2,210,368.863       1,173,872.134       484,664.000  
 
 
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
    2,193,081.733  
Votes against the proposal
    1,143,047.478  
Votes abstaining
    48,111.786  
Broker Non-Votes
    484,664.000  
 
 
3.
The stockholders ratified the appointment of Baker Tilly US LLP as the Company’s independent registered public accounting firm for 2024. The votes regarding this proposal were as follows:
 
Votes for the proposal
    3,664,176.647  
Votes against the proposal
    193,031.504  
Votes abstaining
    11,696.846  
 
 
Item 7.01         Regulation FD Disclosure.
 
On April 24, 2024, 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
Press Release dated April 24, 2024
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
2

 
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 24, 2024         
By:
/s/ Jon Eberle
Jon Eberle
Senior Vice President, Chief Financial Officer and Treasurer
 
 

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 99

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