Finward Bancorp
For the period ended May 24, 2024. Filed Mar 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 24, 2024 · Filed Mar 29, 2024
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DEF 14A 1 d782486ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
**SCHEDULE 14A INFORMATION **
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
Finward Bancorp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
9204 Columbia Avenue
Munster, Indiana 46321
**(219)836-4400 **
Notice of Annual Meeting of Shareholders
To Be Held on May 24, 2024
To the Shareholders of Finward Bancorp:
We cordially invite you to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Finward Bancorp, an Indiana corporation (the “Bancorp”), to be held on Friday, May 24, 2024, commencing at 9:00 a.m., Central Daylight Time. The Annual Meeting will be held completely as a virtual meeting of shareholders instead of an in person meeting. You may attend the meeting online, submit questions, and vote your shares electronically during the meeting via the internet at www.virtualshareholdermeeting.com/FNWD2024. To enter the Annual Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on the accompanying proxy card. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.
The Annual Meeting will be held for the following purposes:
| 1. | Election of Directors. Election of two directors of the Bancorp to serve three-year terms expiring in 2027; |
| 2. | Ratification of Auditors. Ratification of the appointment of FORVIS, LLP as independent registered public accountants for the Bancorp for the year ending December 31, 2024; |
| 3. | Advisory Vote on Compensation. A non-binding advisory vote regarding the executive compensation of the Bancorp’s named executive officers disclosed in this proxy statement, commonly referred to as a “Say on Pay” proposal; |
| 4. | Advisory Vote on Frequency. A non-binding advisory vote on the approval of the frequency (every one, two, or three years) of the non-binding shareholder vote on the executive compensation of the Bancorp’s named executive officers; and |
| 5. | Other Business. Other matters as may properly come before the meeting or at any adjournment. |
You can vote online at the meeting or any adjournment of the meeting if you are a shareholder of record at the close of business on March 22, 2024.
We urge you to read the enclosed proxy statement carefully so you will have information about the business to come before the Annual Meeting or any adjournment.Please sign, date, and return the accompanying proxy promptly in the postage-paid envelope furnished for that purpose, or follow the related internet or telephone voting instructions. If you hold shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee.
A copy of our Annual Report for the fiscal year ended December 31, 2023, is enclosed. The Annual Report is not a part of the proxy soliciting material enclosed with this letter.
By Order of the Board of Directors
David J. Kwait
Senior Vice President, Chief Risk Officer, General Counsel and Secretary
Munster, Indiana
March 29, 2024
It is important that you return your proxy promptly. Therefore, whether or not you plan to attend the Annual Meeting online, please sign, date and complete the enclosed proxy and return it in the enclosed envelope, which requires no postage if mailed in the United States, or follow the related internet or telephone voting instructions.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 24, 2024
The Notice of Annual Meeting of Shareholders, the Proxy Statement,
Annual Report, and 2023 Form 10-K are available at www.proxyvote.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.