News Column

HAWTHORN BANCSHARES, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 5, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders.

Hawthorn Bancshares, Inc. held its annual meeting of shareholders on Tuesday, June 3, 2014, 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 2017 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, 2014; • The non binding advisory vote on executive compensation; and • The non binding advisory vote on whether future advisory votes on named executive officer compensation should occur every 1 year, every 2 years or every 3 years.

Election of Directors

At the annual meeting, Philip D. Freeman and James E. Smith 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:

Philip D. Freeman For - 2,256,699 Withhold - 634,091 James E. Smith For - 1,778,779 Withhold - 1,112,012



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 III Directors (term to expire in 2016) David T. TurnerKevin L. Riley Class II Directors (term to expire in 2015) Charles G. Dudenhoeffer, Jr. Gus S. Wetzel, II



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, 2014 was ratified and approved. The following is a summary of the votes cast at the annual meeting with respect to this matter:

For - 3,638,173 Against - 38,889 Abstain - 240,015



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- 2,036,375 Against- 449,159 Abstain- 405,255



At the annual meeting, non-binding advisory vote on whether future advisory votes on named executive officer compensation should occur every 1 year, every 2 years or every 3 years. The following is a summary of the votes cast at the annual meeting with respect to this matter:

1 Year - 1,097,673 2 Years - 200,135 3 Years - 1,160,993



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