LANDMARK BANCORP INC
For the period ended Apr 20, 2026. Filed Apr 20, 2026.
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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 20, 2026 · Filed Apr 20, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 §240.14a-12 |
LANDMARK BANCORP, INC.
(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 in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
LANDMARK BANCORP, INC.
701 Poyntz Avenue
Manhattan, Kansas 66502
(785) 565-2000
Dear Stockholder:
On behalf of the board of directors and management of Landmark Bancorp, Inc., we cordially invite you to attend our annual meeting of stockholders, to be held at 2:00 p.m., central time, on Wednesday, May 20, 2026 at the Kansas State University Alumni Center, 17 th and Anderson Avenue, Manhattan, Kansas 66506. The accompanying notice of annual meeting of stockholders and proxy statement discuss the business to be conducted at the annual meeting. At the annual meeting, we will also report on our operations and the outlook for the year ahead.
We have nominated three persons to serve as Class I directors, all of whom are incumbent directors. We have also included a proposal for stockholders to approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock. Additionally, our Audit and Risk Committee has appointed, and we recommend that you ratify, Forvis Mazars, LLP as our independent registered public accounting firm for the year ending December 31, 2026.
We encourage you to attend the meeting.Whether or not you plan to attend, however, please complete, sign and date the enclosed proxy card and return it in the accompanying postage-paid return envelope, or vote by telephone or internet as described on the proxy card, as promptly as possible. This will ensure that your shares are represented at the meeting.
Very truly yours,
LANDMARK BANCORP, INC.
/s/ Abigail M. Wendel
Abigail M. Wendel
President and Chief Executive Officer
LANDMARK BANCORP, INC.
701 Poyntz Avenue
Manhattan, Kansas 66502
(785) 565-2000
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 2026
To the stockholders of
LANDMARK BANCORP, INC.
The annual meeting of the stockholders of Landmark Bancorp, Inc., a Delaware corporation, will be held at the Kansas State University Alumni Center, 17 th and Anderson Avenue, Manhattan, Kansas 66506 on Wednesday, May 20, 2026, at 2:00 p.m., central time, for the following purposes:
| 1. | to elect three Class I directors for a three-year term ending at the 2029 annual meeting of stockholders or until their successors are elected and qualified; |
| 2. | to approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock; |
| 3. | to ratify the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the year ending December 31, 2026; and |
| 4. | to transact such other business as may properly be brought before the meeting and any adjournments or postponements of the meeting. |
We are not aware of any other business to come before the annual meeting. Any action may be taken on any one of the foregoing proposals at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned or postponed. The board of directors has fixed the close of business on April 1, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting. In the event there is an insufficient number of votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the meeting, the meeting may be adjourned or postponed to permit our further solicitation of proxies.
By order of the Board of Directors,
/s/ Abigail M. Wendel
Abigail M. Wendel
President and Chief Executive Officer
Manhattan, Kansas
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE TAKE THE TIME TO VOTE BY COMPLETING AND MAILING THE ENCLOSED PROXY CARD IN THE ENCLOSED SELF-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, or votING by telephone or internet as described on the proxy card. WE HOPE THAT YOU WILL BE ABLE TO ATTEND THE MEETING, AND, IF YOU DO, YOU MAY VOTE YOUR STOCK AT THE MEETING IF YOU WISH. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE.
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| PROPOSAL 1 – ELECTION OF DIRECTORS | 5 |
| CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS | 11 |
| EXECUTIVE COMPENSATION | 18 |
| PAY VERSUS PERFORMANCE DISCLOSURE | 25 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 28 |
| DELINQUENT SECTION 16(A) REPORTS | 29 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 30 |
| AUDIT AND RISK COMMITTEE REPORT | 31 |
| PROPOSAL 2 – APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK | 32 |
| PROPOSAL 3 – RATIFICATION OF FORVIS MAZARS, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 34 |
| Important Notice Regarding the Availability of Proxy Material for the Stockholder Meeting to be Held on May 20, 2026 | 36 |
LANDMARK BANCORP, INC.
701 Poyntz Avenue
Manhattan, Kansas 66502
(785) 565-2000
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 2026
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