• SEC Filings

Hawthorn Bancshares, Inc. held its annual meeting of shareholders on Tuesday, June 6, 2017, at which meeting our shareholders voted upon the following matters: * The election of two Class I directors to hold office for a term expiring at our 2020 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their respective earlier resignation or removal; * The ratification and approval of the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2017; * The advisory approval of the compensation of our executives disclosed in the proxy statement prepared with respect to the annual meeting to the compensation disclosure rules of the Securities and Exchange Commission; and * The shareholder proposal described in the proxy statement prepared with respect to the annual meeting, which concerned the adoption of a policy to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. Election of Directors At the annual meeting, Kathleen L. Bruegenhemke and Philip D. Freeman each was elected as a Class I director. The following is a summary of the votes cast at the annual meeting with respect to the election of directors: Kathleen L. Bruegenhemke For – 2,469,392 Against – 819,974 Abstain – 151,489 Philip D. Freeman For – 2,507,092 Against – 781,582 Abstain – 152,181 There were 1,042,286 broker non-votes with respect to this matter. In addition to the two Class I directors elected at the Annual Meeting, the persons continuing their term of office as members of our board of directors are: Class II Director (term to expire in 2018) Frank E. Burkhead Class III Directors (term to expire in 2019) Kevin L. Riley David T. Turner Ratification and Approval of Independent Registered Public Accounting Firm At the annual meeting, the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2017 was ratified and approved. The following is a summary of the votes cast at the annual meeting with respect to this matter: For – 4,276,115 Against – 34,500 Abstain – 172,525 There were no broker non-votes with respect to this matter. Advisory Approval of the Compensation of our Executives At the annual meeting, the compensation of our executives disclosed in the proxy statement prepared with respect to the annual meeting was approved. The following is a summary of the votes cast at the annual meeting with respect to this matter: For – 2,809,874 Against – 384,614 Abstain – 246,367 There were 1,042,286 broker non-votes with respect to this matter. Shareholder Proposal At the annual meeting, the shareholder proposal described in the proxy statement prepared with respect to the annual meeting was not approved. The proposal concerned the adoption of a policy to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. The following is a summary of the votes cast at the annual meeting with respect to this matter: For – 1,355,678 Against – 1,823,570 Abstain – 261,606 There were 1,042,286 broker non-votes with respect to this matter. Additional information regarding the matters voted on at the annual meeting is contained in our proxy statement dated April 21, 2017.

The full text of a press release relating to the results of the annual meeting is furnished as an exhibit to this report on Form 8-K. A new specimen certificate representing shares of the Company’s $1.00 par value Common Stock also is furnished as an exhibit to this report on Form 8-K.