Bridgewater Bancshares Inc
For the period ended Apr 23, 2024. Filed Mar 11, 2024.
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Apr 23, 2024 · Filed Mar 11, 2024
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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
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| Filed by the Registrant ⌧ | |
| Filed by a Party other than the Registrant ◻ | |
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| 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 |
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| BRIDGEWATER BANCSHARES, 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. |
4450 Excelsior Blvd., Suite 100
St. Louis Park, MN 55416
Fellow Shareholders,
On behalf of the Board of Directors of Bridgewater Bancshares, Inc., I would like to invite you to join us at our 2024 annual meeting of shareholders, which will be held virtually through a live webcast. Our virtual meeting will be held on Tuesday, April 23, 2024 at 2:00 p.m. CT. Please see the enclosed Notice of Annual Meeting of Shareholders for additional details regarding the meeting.
As we look back at 2023, I am proud of the way Bridgewater responded to a very challenging banking environment, which included several bank failures and the continuation of an unprecedented rise in interest rates. We leveraged our talented teams and deep client relationships, optimized our balance sheet, managed our expenses, and maintained our superb asset quality, all while never losing sight of the culture and core values that have made Bridgewater Bank the finest entrepreneurial bank in the Twin Cities. As a result, we saw momentum build in the second half of the year, which we believe positions us well for 2024. This included a stabilizing net interest margin, improving loan demand in a strong Twin Cities market, and optimism that interest rate cuts and a more normalized yield curve could eventually be on the horizon.
We have also taken steps to further enhance our overall corporate governance practices. These included eliminating our classified board structure, adopting an executive compensation clawback policy, and including a Say-on-Pay proposal in this year’s proxy statement to ensure our executive compensation structure aligns with the interests of our shareholders. Lastly, we continued to make progress on our Environmental, Social and Governance (ESG) initiatives and shared updates on that progress with our stakeholders via our ESG Webpage.
In closing, we encourage you to vote your shares by following the enclosed instructions. Thank you for your continued support and investment in Bridgewater.
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| Jerry BaackChairman, Chief Executive Officer and PresidentMarch 11, 2024 | |
NOTICE OF 2024 ANNUAL MEETING
OF SHAREHOLDERS
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| · MEETING TIME AND DATE2:00 p.m. Central Time on Tuesday, April 23, 2024VIRTUAL MEETING LOCATIONwww.virtualshareholdermeeting.com/BWB2024Record Date:February 26, 2024 · Items of Business. The annual meeting of the shareholders of Bridgewater Bancshares, Inc., a Minnesota corporation, will be held online at www.virtualshareholdermeeting.com/BWB2024, on Tuesday, April 23, 2024 at 2:00 p.m., Central Time, for the following purposes: · | |||||
| · · BoardRecommendation · | |||||
| | 1 | Elect the four nominees named in the accompanying proxy statement to serve as directors until the next annual meeting of shareholders; | ✓For | | |
| 2 | Approve, on a non-binding advisory basis, the compensation paid to our named executive officers; | ✓For | | ||
| 3 | Vote, on a non-binding advisory basis, on how often we will hold advisory votes on the compensation paid to our named executive officers; | ✓1 Year | | ||
| 4 | Ratify the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2024; and | ✓For | | ||
| 5 | Transact such other business as may properly be brought before the meeting and any adjournments or postponements of the meeting. | | |||
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There will not be a physical meeting at the Company’s principal executive offices. You will be able to attend the meeting online, vote your shares electronically, and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/BWB2024. We are not aware of any other business to come before the annual meeting. The Board of Directors has fixed the close of business on February 26, 2024 as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting. If there are 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.
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| By order of the Board of Directors, | |
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| Jerry Baack | |
| Chairman, Chief Executive Officer and President | |
| St. Louis Park, Minnesota | |
| March 11, 2024 | |
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YOUR VOTE IS IMPORTANT. PLEASE EXERCISE YOUR SHAREHOLDER RIGHT TO VOTE,
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.