HMNファイナンシャルの適時開示・総会結果・その他

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:

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

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

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)

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

EX-99 2 ex_659752.htm EXHIBIT 99 ex_659752.htm

Exhibit 99

1016 Civic Center Drive NW • Rochester, MN 55901 • Phone (507) 535-1200 - FAX (507) 535-1301

NEWS RELEASE

Contact:

Bradley Krehbiel,

Principal Executive Officer

HMN Financial, Inc. (507) 252-7169

For Immediate Release

HMN Financial, Inc. Announces Dividend

ROCHESTER, MN - April 24, 2024 - HMN Financial, Inc. (HMN or the Company) (Nasdaq:HMNF) today announced that its Board of Directors has declared a quarterly dividend of $0.10 per share of common stock, payable on June 7, 2024 to stockholders of record at the close of business on May 17, 2024. The declaration and amount of any future cash dividends remains subject to the sole discretion of the Board of Directors and will depend upon many factors, including the Company’s results of operations, financial condition, capital requirements, regulatory and contractual restrictions, business strategy and other factors deemed relevant by the Board of Directors.

General Information

HMN and Home Federal Savings Bank (the Bank) are headquartered in Rochester, Minnesota. The Bank operates twelve full service offices in Minnesota located in Albert Lea, Austin, Eagan, Kasson, La Crescent, Owatonna, Rochester (4), Spring Valley and Winona, one full service office in Marshalltown, Iowa, and one full service office in Pewaukee, Wisconsin. The Bank also operates two loan origination offices located in Sartell, Minnesota and La Crosse, Wisconsin.

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