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Finward Bancorp (NASDAQ: FNWD) updates 2026 meeting date, confirms vote outcomes

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(Neutral)
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8-K/A

Rhea-AI Filing Summary

Finward Bancorp filed an amended report to correct the date of its recent filing and its Annual Meeting, changing both to May 21, 2026. The amendment makes no other changes.

On that date, the company held a virtual-only Annual Meeting with a quorum of 3,284,619 shares out of 4,330,486 shares outstanding as of the March 20, 2026 record date. Shareholders elected three directors to terms expiring in 2029, ratified Forvis Mazars, LLP as independent registered public accounting firm for 2026, and approved on a non-binding advisory basis the executive compensation described in the proxy statement. No other matters were brought to a vote.

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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.
Shares outstanding on record date 4,330,486 shares Common stock issued and outstanding as of March 20, 2026 record date
Shares represented at meeting 3,284,619 shares Shares present virtually or by proxy at May 21, 2026 Annual Meeting
Votes for Bochnowski 2,486,625 votes Election of director Benjamin J. Bochnowski, term expiring 2029
Votes for Johnson 2,572,074 votes Election of director Robert E. Johnson, III, term expiring 2029
Votes for Alwin 2,659,517 votes Election of director Martin P. Alwin, term expiring 2029
Votes for auditor ratification 3,218,420 votes Ratification of Forvis Mazars, LLP as independent registered public accounting firm for 2026
Votes for say-on-pay 2,720,043 votes Advisory approval of executive compensation of named executive officers
virtual-only meeting technical
"held its Annual Meeting of Shareholders ... as a virtual-only meeting, pursuant to due notice"
A virtual-only meeting is a company gathering—such as an annual shareholder meeting—held entirely online by video or phone instead of at a physical location, so participants join from their devices much like attending a webinar rather than a town hall. It matters to investors because it changes how easily they can attend, ask questions and cast votes, can affect participation and engagement, and introduces technical or procedural risks that may influence shareholder influence and corporate oversight.
record date financial
"Only holders of record ... at the close of business on March 20, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-Votes"
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
"Ratification of the appointment of Forvis Mazars, LLP as 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.
non-binding advisory basis financial
"Approval, on a non-binding advisory basis, of the 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.
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Understanding 8-K Material Events →
True000091986400009198642026-05-212026-05-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________
FORM 8-K/A
(Amendment No.1)
______________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2026
FINWARD BANCORP
(Exact name of registrant as specified in its charter)
Indiana001-4099935-1927981
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
9204 Columbia Avenue
Munster, Indiana 46321
(Address of principal executive offices) (Zip Code)
(219) 836-4400
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, no par valueFNWDThe 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          o
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.          o


EXPLANATORY NOTE
This amendment to Current Report on Form 8-K/A (this "Amendment") amends the Current Report on Form 8-K filed by Finward Bancorp (the "Bancorp") on May 26, 2026 (the "Original Form 8-K"). The Original Form 8-K inadvertently reported the "Date of Report (Date of earliest event reported)" on the cover page as May 26, 2026, when it should have been reported as May 21, 2026. The Original Form 8-K also inadvertently reported the Annual Meeting date as May 22, 2026, when it should have been reported as May 21, 2026. The sole purpose of this Amendment is to correct the incorrect dates. No other changes are being made to the Original Form 8-K by this Amendment.
Item 5.07         Submission of Matters to a Vote of Security Holders.
On May 21, 2026, Finward Bancorp (the “Bancorp”) held its Annual Meeting of Shareholders (the “Annual Meeting”), as a virtual-only meeting, pursuant to due notice. Only holders of record of the Bancorp’s common stock at the close of business on March 20, 2026 (the “Record Date”) were entitled to vote at the Annual Meeting. On the Record Date, there were 4,330,486 shares of the Bancorp’s common stock issued and outstanding. Holders of a total of 3,284,619 shares of common stock were present virtually or by proxy at the Annual Meeting, constituting a quorum.

The Bancorp’s shareholders voted on three proposals at the Annual Meeting. The proposals are described in detail in the Bancorp’s definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2026. The final results of the vote regarding the proposals are set forth below.

Proposal 1: Election of Directors. The Bancorp’s shareholders elected three directors to serve three-year terms expiring in 2029. The votes regarding this proposal were as follows:

DirectorExpiration of
Term		Votes ForVotes WithheldBroker Non-Votes
Benjamin J. Bochnowski20292,486,625418,023379,971
Robert E. Johnson, III20292,572,074332,574379,971
Martin P. Alwin20292,659,517245,131379,971

Proposal 2: Ratification of Auditors. The proposal described below, having received a vote virtually or by proxy of more favorable votes than votes cast against the proposal, was declared to be duly adopted by the shareholders of the Bancorp. The votes regarding this proposal were as follows:


ForAgainstAbstainBroker Non-Votes
Ratification of the appointment of Forvis Mazars, LLP as independent registered public accounting firm for the year ending December 31, 2026.3,218,42057,9108,289—

Proposal 3: Advisory Vote on Compensation. The proposal described below, having received an advisory vote virtually or by proxy of more favorable votes than votes cast against the proposal, was declared to be duly adopted by the shareholders of the Bancorp. The votes regarding this proposal were as follows:

ForAgainstAbstainBroker Non-Votes
Approval, on a non-binding advisory basis, of the executive compensation of the named executive officers included in the proxy statement for the Annual Meeting.2,720,043169,92814,677379,971

No other matters were considered or voted upon at the Annual Meeting.




SIGNATURE
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.
Date: May 28, 2026
FINWARD BANCORP
By:/s/ Benjamin L. Schmitt
Name: Benjamin L. Schmitt
Title: Executive Vice President, Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What did Finward Bancorp (FNWD) change in this amended 8-K/A?

Finward Bancorp corrected the reported dates of its current report and Annual Meeting to May 21, 2026. The amendment states that no other changes were made to the original disclosure, leaving all voting results and other information unchanged.

When was Finward Bancorp (FNWD) shareholders’ Annual Meeting held and who could vote?

The Annual Meeting was held virtually on May 21, 2026. Shareholders of record at the close of business on March 20, 2026, holding 4,330,486 common shares in total, were entitled to vote at the meeting according to the company’s disclosure.

How many Finward Bancorp (FNWD) shares were represented at the 2026 Annual Meeting?

Holders of 3,284,619 shares of Finward Bancorp common stock were present virtually or represented by proxy. This level of participation constituted a quorum, allowing all properly presented proposals to be voted on and finalized during the Annual Meeting.

Which directors were elected at Finward Bancorp’s (FNWD) 2026 Annual Meeting?

Shareholders elected Benjamin J. Bochnowski, Robert E. Johnson, III, and Martin P. Alwin as directors. Each director will serve a three-year term expiring in 2029, based on the final voting results reported in the company’s amended current report filing.

Did Finward Bancorp (FNWD) shareholders ratify the company’s auditors for 2026?

Yes. Shareholders ratified the appointment of Forvis Mazars, LLP as Finward Bancorp’s independent registered public accounting firm for the year ending December 31, 2026, with 3,218,420 votes for, 57,910 votes against, and 8,289 abstentions reported.

How did Finward Bancorp (FNWD) shareholders vote on executive compensation?

Shareholders approved, on a non-binding advisory basis, the executive compensation of the named executive officers. The vote totaled 2,720,043 shares for, 169,928 against, and 14,677 abstentions, with 379,971 broker non-votes, according to the Annual Meeting results.

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