Bridgewater Bancshares (NASDAQ: BWB) shareholders back directors, pay and 2026 equity plan

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What did Bridgewater Bancshares (BWB) shareholders vote on at the 2026 annual meeting?

Was there a quorum at Bridgewater Bancshares (BWB) 2026 annual shareholder meeting?

How did Bridgewater Bancshares (BWB) shareholders vote on the 2026 Equity Incentive Plan?

What were the results of the Bridgewater Bancshares (BWB) say-on-pay vote for 2025 compensation?

Who is Bridgewater Bancshares’ (BWB) independent auditor for 2026 and how was it approved?

How many directors did Bridgewater Bancshares (BWB) elect at the 2026 annual meeting?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Bridgewater Bancshares, Inc. held its annual shareholder meeting on April 28, 2026. Shareholders owning 23,627,693 shares, about 84.92 percent of the 27,824,565 shares outstanding as of February 27, 2026, were represented, providing a quorum.

All eleven director nominees were elected, each receiving over 20.1 million votes for, with broker non-votes of 2,628,289 shares on each director proposal. Shareholders approved, on a non-binding advisory basis, 2025 executive compensation and ratified the appointment of RSM US LLP as independent registered public accounting firm for 2026.

Shareholders also approved the 2026 Equity Incentive Plan, with 14,768,670 votes for, 6,169,077 votes against, and 61,657 abstentions, establishing the company’s equity-based compensation framework for the coming period.

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Shares outstanding: 27,824,565 shares Shares represented at meeting: 23,627,693 shares Say-on-pay support: 20,244,780 votes for +2 more

5 metrics

Shares outstanding 27,824,565 shares Common stock outstanding as of February 27, 2026

Shares represented at meeting 23,627,693 shares Approximately 84.92% of outstanding shares at annual meeting

Say-on-pay support 20,244,780 votes for 2025 executive compensation advisory vote

2026 Equity Plan approval 14,768,670 votes for Shareholder vote on 2026 Equity Incentive Plan

Auditor ratification support 23,627,278 votes for Ratification of RSM US LLP for 2026 audit

broker non-votes, non-binding advisory basis, 2026 Equity Incentive Plan, independent registered public accounting firm

4 terms

broker non-votes financial

"BROKER NON-VOTES 20,658,223 ... 2,628,289"

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.

non-binding advisory basis financial

"The approval, on a non-binding advisory basis, of the 2025 executive compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

2026 Equity Incentive Plan financial

"Proposal 3: The approval of the 2026 Equity Incentive Plan"

independent registered public accounting firm financial

"the appointment of RSM US LLP as the Company’s independent registered public accounting firm"

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.

Understanding 8-K Material Events →

05/01/2026 - 08:05 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

May 1, 2026

Date of Report

(Date of earliest event reported)

BRIDGEWATER BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of

incorporation)

001-38412

(Commission File Number)

26-0113412

(I.R.S. Employer

Identification No.)

4450 Excelsior Boulevard, Suite 100

St. Louis Park, Minnesota

(Address of principal executive offices)

55416

(Zip Code)

Registrant’s telephone number, including area code: (952) 893-6868

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, $0.01 Par Value

Depositary Shares, each representing a 1/100th interest in a share of 5.875% Non-Cumulative Perpetual Preferred Stock, Series A

BWB

BWBBP

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark 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 Security Holders.

The annual meeting of shareholders (the “Annual Meeting”) was held on April 28, 2026. The record date for determination of shareholders entitled to vote at the Annual Meeting was February 27, 2026. There were 27,824,565 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 23,627,693 shares, or approximately 84.92 percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The proposals listed below were voted on at the Annual Meeting.

Proposal 1: The election of eleven (11) director nominees to serve until the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified:


DIRECTOR NOMINEE	VOTES FOR	VOTES WITHHELD	BROKER NON-VOTES
Jerry Baack	20,658,223	341,181	2,628,289
Lisa Brezonik	20,172,001	827,403	2,628,289
Mary Jayne Crocker	20,742,088	257,316	2,628,289
James Johnson	20,457,040	542,364	2,628,289
David Juran	20,697,823	301,581	2,628,289
Mohammed Lawal	20,709,582	289,822	2,628,289
Douglas Parish	20,729,315	270,089	2,628,289
Jeffrey Shellberg	20,713,480	285,924	2,628,289
Thomas Trutna	20,447,030	552,374	2,628,289
Todd Urness	20,526,240	473,164	2,628,289
David Volk	20,709,521	289,883	2,628,289

Proposal 2: The approval, on a non-binding advisory basis, of the 2025 executive compensation:

Proposal 3: The approval of the 2026 Equity Incentive Plan:


VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
14,768,670	6,169,077	61,657	2,628,289

Proposal 4: The ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:


VOTES FOR	VOTES AGAINST	ABSTENTIONS	BROKER NON-VOTES
23,627,278	139	276	-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.


	Bridgewater Bancshares, Inc.


Date: May 1, 2026
	By: /s/ Jerry Baack
	Name: Jerry Baack
	Title: Chairman and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Shareholders voted on electing eleven directors, approving 2025 executive compensation on a non-binding basis, approving the 2026 Equity Incentive Plan, and ratifying RSM US LLP as the independent registered public accounting firm for the year ending December 31, 2026.

Yes. Shareholders representing 23,627,693 shares were present in person or by proxy, about 84.92 percent of the 27,824,565 shares outstanding as of February 27, 2026, which constituted a quorum for conducting business at the annual meeting.

The 2026 Equity Incentive Plan was approved with 14,768,670 votes for, 6,169,077 votes against, and 61,657 abstentions, along with 2,628,289 broker non-votes. This approval establishes the company’s equity-based incentive framework for grants to eligible participants in 2026.

Shareholders approved 2025 executive compensation on a non-binding advisory basis, with 20,244,780 votes for, 641,268 votes against, 113,356 abstentions, and 2,628,289 broker non-votes. This advisory support reflects shareholder views on the company’s 2025 executive pay practices.

RSM US LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026, receiving 23,627,278 votes for, 139 votes against, and 276 abstentions, with no broker non-votes reported on this ratification proposal.

Shareholders elected eleven directors to serve until the 2027 annual meeting or until their successors are duly elected and qualified. Each nominee received over 20.1 million votes for, with votes withheld in the hundreds of thousands and 2,628,289 broker non-votes on each director election.

VOTES FOR

VOTES AGAINST

ABSTENTIONS

BROKER NON-VOTES

4 documents