Hawthorn Bancshares (HWBK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 3, 2025, with electronic delivery of proxy materials to reduce costs and environmental impact.

• Shareholders will vote on electing four Class III directors, ratifying the independent auditor, and a non-binding advisory vote on executive compensation.

• Board recommends voting in favor of all proposals.

• Record date for voting is March 28, 2025, with 6,972,769 shares outstanding.

Voting matters and shareholder proposals

• Proposals include election of four Class III directors for terms expiring in 2028, ratification of Forvis Mazars, LLP as auditor, and advisory approval of executive compensation.

• Shareholders may submit proposals for the 2026 meeting by December 22, 2025, and director nominations between March 5 and April 4, 2026.

• Board recommends voting "FOR" all proposals.

Board of directors and corporate governance

• Board consists of 12 directors divided into three classes with staggered three-year terms.

• Eight directors meet Nasdaq independence requirements; separate Chairman and CEO roles.

• Committees: audit, compensation, and nominating/governance, all composed of independent directors.

• Board and committees met regularly in 2024; all directors attended at least 75% of meetings.

• Code of ethics applies to all directors, officers, and employees.