Hawthorn Bancshares (HWBK) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 2, 2026, at 8:30 a.m. in Jefferson City, Missouri.

• Shareholders can access proxy materials online and vote electronically, by phone, or in person.

• Board recommends voting for all director nominees, ratification of the auditor, executive compensation, and annual say-on-pay votes.

Voting matters and shareholder proposals

• Election of four Class I directors: Kathleen L. Bruegenhemke, Douglas T. Eden, Philip D. Freeman, and Jonathan D. Holtaway.

• Ratification of Forvis Mazars, LLP as independent registered public accounting firm for 2026.

• Advisory approval of executive compensation as disclosed in the proxy statement.

• Advisory vote on frequency of future executive compensation votes (1, 2, or 3 years), with board recommending every 1 year.

Board of directors and corporate governance

• Board recommends all four director nominees for election.

• Board provides recommendations on all proposals, emphasizing governance and oversight.