AMES NATIONAL CORP
For the period ended Apr 30, 2025. Filed Mar 14, 2025.
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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.
Apr 30, 2025 · Filed Mar 14, 2025
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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
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 Rule14a-12 |
(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 the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
March 14, 2025 Dear Shareholder:
You are cordially invited to attend the 2025 Annual Meeting of Shareholders of Ames National Corporation (“Company”) to be held Wednesday, April 30, 2025, at 4:30 p.m., local time, at Reiman Gardens, 1407 University Blvd. Ames, Iowa. Shareholders are encouraged to attend the meeting in person and to vote their shares in advance by proxy.
In connection with the Annual Meeting, we have prepared a Notice of Annual Meeting of Shareholders, a Proxy Statement and our 2024 Annual Report on Form 10-K. On or about March 14, 2025, we began mailing to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access these materials online at the Company’s website.
Two proposals will be voted upon at the Annual Meeting, consisting of the election of directors and the ratification of the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2025.
The Board of Directors of the Company presently consists of eleven directors. Three of the current directors, whose terms of service will expire at the Annual Meeting, have been nominated by the Board of Directors to stand for re-election to a three-year term and one nominee who has not previously served as a director has been nominated by the Board of Directors to stand for election to a three-year term. The director that will not stand for re-election has reached mandatory retirement age for directors established by Company policy. Consequently, you will be asked to vote on the election of four members of the Board of Directors.
The Annual Meeting will also provide management with the opportunity to report on the operations and activities of the Company and will give shareholders time to ask questions.
Your vote is important regardless of the number of shares you own. The Board of Directors encourages you to submit your proxy via the Internet or to mark, sign and return the proxy card if you have requested to receive printed proxy materials that the Company will be mailing on or around March 14, 2025. If you submit your proxy via the Internet, the web address is www.amesnational.com and you should use the identification numbers indicated on the Notice of Internet availability of Proxy Materials. Submitting your proxy via the Internet or returning the proxy card will not prevent you from voting in person at the Annual Meeting, but will assure that your vote is counted if you are unable to attend.
On behalf of the Boards of Directors, officers and staff of Ames National Corporation, Boone Bank & Trust Co., First National Bank, Iowa State Savings Bank, Reliance State Bank, State Bank & Trust Co. and United Bank & Trust Co.; we thank you for your continued support.
Sincerely,
Patrick G. Hagan
Chairman
323 6th Street
Ames, Iowa 50010
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 30, 2025
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Ames National Corporation, an Iowa corporation (the “Company”), will be held on Wednesday, April 30, 2025, at 4:30 p.m., local time, at Reiman Gardens, 1407 University Blvd., Ames, Iowa, and at any adjournment or postponement thereof (the “Meeting”), for the following purposes:
| 1. | To elect four members of the Board of Directors who will serve for a three-year term. |
| 2. | To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2025. |
| 3. | To consider such other business as may properly be brought before the Meeting. |
Important Notice Regarding the Internet Availability of
Proxy Materials for the Meeting to be held on April 30, 2025
The Company is mailing to its shareholders a Notice of Internet Availability of Proxy Materials (“Notice of Availability”), rather than mailing a paper copy of the proxy materials. The Notice of Availability contains instructions on how to access the proxy materials on the Company’s website, as well as instructions for obtaining a paper copy. Any shareholder who requests to receive a paper copy of the proxy materials will receive a full set of paper proxy materials without charge by U.S. mail. Internet Availability of proxy materials will reduce the Company’s costs to print and distribute its proxy materials.
You may vote at the Meeting if you are a shareholder of record on February 28, 2025. It is important that your shares be represented and voted at the Meeting. The Board of Directors recommends that you vote your shares in the manner described in the Proxy Statement. Please vote in one of the following ways:
| • | VISIT WWW.AMESNATIONAL.COM TO VIEW THE PROXY MATERIALS AND VOTE VIA THE INTERNET, using the identification numbers indicated on the Notice of Availability or proxy card mailed to you; |
| • | MARK, SIGN, DATE AND PROMPTLY RETURN THE PROXY CARD BY MAIL if you have requested to receive a paper copy of the proxy materials; or |
| • | VOTE BY WRITTEN BALLOT if you choose to attend the Meeting in person. |
| By Order of the Board of Directors | |
| March 14, 2025 | |
|---|---|
| Ames, Iowa | Justin C. Clausen |
| Chief Financial Officer and Secretary | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.