8-K
filed April 27, 2023, 7:59 PM ET
ticker BWB
CIK 0001341317
other material
confidence high
sentiment neutral
materiality 0.45
Bridgewater shareholders approve board declassification, increase to 15 directors, and new equity plan
Bridgewater Bancshares Inc
- Declassification approved: 20.1M for, 60.5K against; max directors raised from 11 to 15 (22.5M for).
- 2023 Equity Incentive Plan approved (14.6M for, 5.6M against); authorizes up to 1.5M common shares.
- Class II directors elected: Juran 18.6M, Trutna 18.1M, Urness 18.6M; no broker non-votes for directors.
- RSM US LLP ratified as auditor for 2023 with 23.0M for, 30.4K against, 234.8K abstain.
- Quorum of 23.3M shares (83.9% of outstanding) present at April 25 annual meeting.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bridgewater Bancshares Inc: Approved Third Amended and Restated Articles of Incorporation to declassify the board of directors and increase maximum directors from 11 to 15 (effective 2023-04-26).
- Change
- charter amendment
- Effective
- 2023-04-26
Exact text from the filing
The Third Amended and Restated Articles of Incorporation became effective on April 26, 2023 upon filing with the Minnesota Secretary of State.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bridgewater Bancshares Inc: Approved Second Amended and Restated Bylaws to declassify the board of directors and increase maximum directors from 11 to 15 (effective 2023-04-26).
- Change
- bylaw amendment
- Effective
- 2023-04-26
Exact text from the filing
The Third Amended and Restated Articles of Incorporation became effective on April 26, 2023 upon filing with the Minnesota Secretary of State.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Bridgewater Bancshares Inc shareholders approved Approval of the 2023 EIP at the 2023-04-25 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-04-25
Exact text from the filing
approval of the Third Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws to Declassify the Company’s Board of Directors: Votes For Votes Against Abstentions Broker Non-Votes 20,148,297 60,544 50,032 3,031,367 Proposal 3 : The approval of the Third Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws to increase the maximum number of directors of the Company from eleven (11) to fifteen (15): Votes For Votes Against Abstentions Broker Non-Votes 22,471,721 575,244 243,275 0 Proposal 4 : The approval of the 2023 EIP: Votes For Votes Against Abstentions Broker Non-Votes 14,576,925 5,596,525 85,423 3,031,367 Proposal 5 : The ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Bridgewater Bancshares Inc shareholders approved Approval of the Third Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws to Declassify the Company's Board of Directors at the 2023-04-25 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-04-25
Exact text from the filing
The approval of the Third Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws to Declassify the Company’s Board of Directors:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Bridgewater Bancshares Inc shareholders approved Approval of the Third Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws to increase the maximum number of directors of the Company from eleven (11) to fifteen (15) at the 2023-04-25 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-04-25
Exact text from the filing
The approval of the Third Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws to increase the maximum number of directors of the Company from eleven (11) to fifteen (15):
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Bridgewater Bancshares Inc shareholders approved Election of three Class II director nominees to serve a three-year term until the 2026 Annual Meeting of Shareholders at the 2023-04-25 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-04-25
Exact text from the filing
The election of three (3) Class II director nominees to serve a three-year term until the 2026 Annual Meeting of Shareholders or until their successors are duly elected and qualified:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Bridgewater Bancshares Inc shareholders approved Ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-04-25 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-04-25
Exact text from the filing
The ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:
View on SEC.gov
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