Hawthorn Bancshares (HWBK) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 2, 2026, with proxy materials delivered electronically to reduce costs and environmental impact.

• Shareholders will vote on four Class I directors, ratification of the independent auditor, advisory approval of executive compensation, and the frequency of future say-on-pay votes.

• Board recommends voting for all proposals and for annual say-on-pay votes.

• Only common stockholders as of March 27, 2026, are eligible to vote, with 6,889,810 shares outstanding.

Voting matters and shareholder proposals

• Election of four Class I directors for terms expiring in 2029.

• Ratification of Forvis Mazars, LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Advisory vote on frequency of say-on-pay (board recommends every year).

• Shareholder proposals for the 2027 meeting must be submitted by December 18, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of 12 directors in three staggered classes; eight are independent per Nasdaq and SEC rules.

• Separate Chairman and CEO roles; independent directors meet in executive session.

• Committees: Audit, Compensation, and Nominating/Governance, all comprised of independent directors.

• Directors are evaluated on experience, integrity, and contribution; mandatory retirement at age 75.

• Outside directors receive retainers and meeting fees; all directors serve on the bank subsidiary board.