Bridgewater Bancshares Inc
For the period ended Apr 22, 2025. Filed Mar 10, 2025.
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Apr 22, 2025 · Filed Mar 10, 2025
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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 2025 Annual Meeting of Shareholders, which will be held virtually through a live webcast. Our virtual meeting will be held on Tuesday, April 22, 2025 at 2:00 p.m. CT. Please see the enclosed Notice of Annual Meeting of Shareholders for additional details regarding the meeting.
In recent years, Bridgewater has demonstrated an ability to execute on strategic priorities in the face of market-related challenges, to position the bank for future success. In 2024, we took steps to optimize our balance sheet for longer-term profitable growth by generating robust core deposit growth, moderating the pace of loan growth in a higher interest rate environment, and reducing our loan-to-deposit ratio. Meanwhile, with the diligent work of our banking and credit teams, asset quality remained superb throughout the year as we focused on consistent underwriting and active credit oversight. We also closed the complementary acquisition of First Minnetonka City Bank in December 2024, bringing in low-cost core deposits, a broader client base, and additional balance sheet optionality. As a result of these initiatives, and a more favorable business outlook, we believe we are positioned for success and to continue driving shareholder value in 2025.
Our Board of Directors remains focused on ensuring our organizational interests are aligned with those of our shareholders. We have demonstrated this by consistently growing tangible book value and by retaining large insider ownership, as our Board and Strategic Leadership Team own over 20% of Bridgewater’s common stock. In addition, we have taken a more proactive approach to engaging with shareholders regarding corporate governance-related topics.
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 and Chief Executive OfficerMarch 10, 2025 | |
NOTICE OF 2025 ANNUAL MEETING
OF SHAREHOLDERS
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| TIME AND DATE | MEETING LOCATION | RECORD DATE | ||
|---|---|---|---|---|
| 2:00 p.m. Central Time onTuesday, April 22, 2025 | | www.virtualshareholdermeeting.com/BWB2025 | | February 24, 2025 |
The annual meeting of the shareholders of Bridgewater Bancshares, Inc., a Minnesota corporation, will be held online at www.virtualshareholdermeeting.com/BWB2025, on Tuesday, April 22, 2025 at 2:00 p.m., Central Time, for the following purposes:
| Items of Business · BoardRecommendation · PageReference | |||
|---|---|---|---|
| 1 | Elect the seven nominees named in the accompanying proxy statement to serve as directors until the next annual meeting of shareholders; | ✓ FOR | 6 |
| 2 | Approve, on a non-binding, advisory basis, the compensation paid to our named executive officers; | ✓ FOR | 28 |
| 3 | Ratify the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2025; and | ✓ FOR | 50 |
| 4 | Transact such other business as may properly be brought before the meeting and any adjournments or postponements of the meeting. | | |
There will not be a physical meeting at the Company’s principal executive office. 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/BWB2025. 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 24, 2025 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.
| By order of the Board of Directors, | | |
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| Jerry Baack | | |
| Chairman and Chief Executive Officer | | |
| St. Louis Park, Minnesota | | |
| March 10, 2025 | | |
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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.