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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 25, 2024
MidWestOne Financial Group, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-35968
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| Iowa | | 42-1206172 |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification Number) |
102 South Clinton Street
Iowa City, Iowa 52240
(Address of principal executive offices, including zip code)
(319) 356-5800
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| 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, $1.00 par value | | MOFG | | The Nasdaq Stock Market LLC |
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on April 25, 2024. There were 15,750,471 shares of common stock outstanding as of the record date for the Annual Meeting, of which 12,822,684 were present in person or by proxy at the meeting, representing 81.41% of the outstanding shares eligible to vote. Four proposals were presented to the shareholders. The results of the shareholder vote on each of the four proposals were as follows:
A proposal to elect four individuals to serve as Class II members of the board of directors of the Company, with each director having a three-year term expiring in the year 2027.
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| | | Number of Shares | | Number of Shares | | | |
| Nominees | | Voted For | | Vote Withheld | | Broker Non-Votes | |
| Azeemuddin Ahmed | | 11,076,157 | | 496,360 | | 1,250,167 | |
| Carl J. Chaney | | 11,366,056 | | 206,461 | | 1,250,167 | |
| Ruth E. Heinonen | | 11,025,399 | | 547,118 | | 1,250,167 | |
| Nathaniel J. Kaeding | | 11,193,788 | | 378,729 | | 1,250,167 | |
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A non-binding, advisory basis, proposal to approve the compensation awarded by the Company to its named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, as required by Section 14A of the Securities Exchange Act of 1934, as amended.
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| Number of Shares | | Number of Shares | | | | | |
| Voted For | | Voted Against | | Abstentions | | Broker Non-Votes | |
| 10,970,151 | | 563,844 | | 38,522 | | 1,250,167 | |
A non-binding, advisory basis, proposal to approve the voting frequency for future "say-on-pay" proposals.
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| Every Year | | Every Two Years | | Every Three Years | | Abstain | | Broker Non-Votes | |
| 10,773,725 | | 34,967 | | 726,847 | | 36,978 | | 1,250,167 | |
The ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
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| Number of Shares | | Number of Shares | | | | | |
| Voted For | | Voted Against | | Abstentions | | Broker Non-Votes | |
| 12,731,173 | | 84,896 | | 6,615 | | — | |
Item 7.01. Regulation FD Disclosure.
Executive officers of MidWestOne Financial Group, Inc. ("MidWestOne") will make presentations to institutional investors at various meetings during the second quarter of 2024. A copy of the presentation materials is attached as Exhibit 99.1 of this Form 8-K. The presentation will also be available on MidWestOne's website at www.midwestonefinancial.com under the section entitled "Presentations."
The information in this item and the attached Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| | MidWestOne Financial Group, Inc., Q1 2024 Investor Presentation |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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| | MIDWESTONE FINANCIAL GROUP, INC. | | |
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| Dated: | April 26, 2024 | By: | | /s/ BARRY S. RAY | | |
| | | | Barry S. Ray | | |
| | | | Chief Financial Officer | |
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