Ames National (NASDAQ: ATLO) shareholders approve board slate, say-on-pay and 2026 auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ames National Corporation reported results of its annual shareholder meeting held on April 29, 2026. Shareholders elected Jeffery C. Baker, Patrick G. Hagan, and Amy F. Rieck to three-year terms on the Board of Directors. An advisory vote approved the company’s executive compensation program, and shareholders also ratified the appointment of Forvis Mazars, LLP as independent registered public accounting firm for 2026. There were 8,857,220 shares of common stock entitled to vote at the meeting, and all three proposals received strong majority support.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 8,857,220 shares Votes for Baker: 4,186,074 votes Votes for Hagan: 4,207,316 votes +3 more

6 metrics

Shares entitled to vote 8,857,220 shares Common stock entitled to vote at 2026 annual meeting

Votes for Baker 4,186,074 votes Director election for Jeffery C. Baker

Votes for Hagan 4,207,316 votes Director election for Patrick G. Hagan

Votes for Rieck 4,219,521 votes Director election for Amy F. Rieck

Say-on-pay support 4,193,678 for / 44,592 against Advisory executive compensation vote

Auditor ratification support 7,157,104 for Ratification of Forvis Mazars, LLP for 2026

Key Terms

broker non-votes, independent registered public accounting firm, Compensation Discussion and Analysis, advisory basis, +1 more

5 terms

broker non-votes financial

"There were no broker non-votes on this proposal."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Compensation Discussion and Analysis financial

"as disclosed in the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure"

advisory basis financial

"The stockholders approved, on an advisory basis, the compensation of the Company’s named executives"

ratified the appointment financial

"The stockholders also ratified the appointment of Forvis Mazars, LLP"

Understanding 8-K Material Events →

05/01/2026 - 09:25 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 29, 2026

Date of Report (Date of Earliest Event Reported)

AMES NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Iowa	0-32637	42-1039071
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

323 Sixth Street

Ames, Iowa 50010

(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (515) 232-6251

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class	Trading Symbol	Name of each exchange on which registered
	Common stock	ATLO	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Shareholders

The Company’s annual meeting of shareholders was held on April 29, 2026.

Proposal 1. The stockholders elected to the Company’s Board of Directors for a term of three years were Jeffery C. Baker, Patrick G. Hagan, and Amy F. Rieck. Directors whose term of office continued after the annual meeting consist of Douglas W. Beals, Michelle R. Cassabaum, Lisa M. Eslinger, Everett S. Miles, John P. Nelson, John L. Pierschbacher, Kevin L. Swartz and Scot A. Trost.

Proposal 2. The stockholders approved, on an advisory basis, the compensation of the Company’s named executives, as disclosed in the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure in the Company’s proxy statement for the annual meeting.

Proposal 3. The stockholders also ratified the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026.

There were 8,857,220 shares of common stock entitled to vote at the annual meeting. The final voting results of each proposal are set forth below.

Proposal 1. The voting results on the election of directors for a three-year term were as follows:

	In Favor	Votes Withheld	Broker Non-Votes

Jeffery C. Baker	4,186,074	63,615	2,918,474
Patrick G. Hagan	4,207,316	42,373	2,918,474
Amy F. Rieck	4,219,521	30,168	2,918,474

Proposal 2. The voting results on the shareholder approval, on an advisory basis, of executive compensation were as follows:

For	Against	Abstain	Broker Non-Votes

4,193,678	44,592	11,419	2,918,474

Proposal 3. The voting results on the ratification of the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm were as follows:

For	Against	Abstain

7,157,104	9,779	1,280

There were no broker non-votes on this proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMES NATIONAL CORPORATION


Date: May 1, 2026	By:	/s/ John P. Nelson
	John P. Nelson, Chief Executive Officer and President

Source: View Original Filing on SEC EDGAR

FAQ

What did Ames National Corporation (ATLO) shareholders approve at the 2026 annual meeting?

Shareholders elected three directors, approved executive compensation on an advisory basis, and ratified Forvis Mazars, LLP as independent auditor for 2026. All proposals received strong majority support, reflecting broad backing for current governance and compensation practices.

Which directors were elected to Ames National Corporation (ATLO) in 2026?

Jeffery C. Baker, Patrick G. Hagan, and Amy F. Rieck were elected to the Board for three-year terms. They join continuing directors including Douglas W. Beals, Michelle R. Cassabaum, Lisa M. Eslinger, and others whose terms extend beyond the 2026 meeting.

How did Ames National Corporation (ATLO) shareholders vote on executive compensation?

Shareholders approved executive compensation on an advisory basis, with 4,193,678 votes for, 44,592 against, and 11,419 abstentions, plus 2,918,474 broker non-votes. This indicates clear support for the compensation program described in the company’s proxy materials.

Who is the independent auditor for Ames National Corporation (ATLO) for 2026?

Shareholders ratified Forvis Mazars, LLP as independent registered public accounting firm for 2026. The proposal received 7,157,104 votes for, 9,779 against, and 1,280 abstentions, with no broker non-votes, indicating strong shareholder endorsement of the audit appointment.

How many Ames National Corporation (ATLO) shares were entitled to vote at the 2026 meeting?

There were 8,857,220 shares of common stock entitled to vote at the annual meeting. These shares formed the eligible voting base for electing directors, approving executive compensation, and ratifying the independent registered public accounting firm for the 2026 fiscal year.

What were the vote totals for the Ames National Corporation (ATLO) director elections?

For three-year director terms, Jeffery C. Baker received 4,186,074 votes in favor, Patrick G. Hagan 4,207,316, and Amy F. Rieck 4,219,521, with relatively small withheld votes and 2,918,474 broker non-votes recorded for each nominee.

Filing Exhibits & Attachments

4 documents