Finward Bancorp (NASDAQ: FNWD) shareholders approve board, auditor and pay

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Finward Bancorp held its virtual Annual Meeting of Shareholders on May 22, 2026. Shareholders of record as of March 20, 2026, when 4,330,486 common shares were outstanding, were entitled to vote. A quorum was present, with 3,284,619 shares represented virtually or by proxy.

Shareholders elected three directors—Benjamin J. Bochnowski, Robert E. Johnson, III, and Martin P. Alwin—to three-year terms expiring in 2029. They also ratified the appointment of Forvis Mazars, LLP as independent registered public accounting firm for the year ending December 31, 2026.

In an advisory vote, shareholders approved the executive compensation of the named executive officers as described in the proxy statement. No other matters were considered or voted upon at the meeting.

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 outstanding on record date: 4,330,486 shares Shares represented at meeting: 3,284,619 shares Votes for Bochnowski: 2,486,625 votes +3 more

6 metrics

Shares outstanding on record date 4,330,486 shares Common stock issued and outstanding as of March 20, 2026

Shares represented at meeting 3,284,619 shares Shares present virtually or by proxy at May 22, 2026 meeting

Votes for Bochnowski 2,486,625 votes Votes “For” election of director Benjamin J. Bochnowski, term expiring 2029

Votes for auditor ratification 3,218,420 votes Votes “For” ratifying Forvis Mazars, LLP as 2026 independent auditor

Votes for say-on-pay 2,720,043 votes Votes “For” advisory approval of executive compensation

Broker non-votes on say-on-pay 379,971 votes Broker non-votes on advisory executive compensation proposal

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory basis, Annual Meeting of Shareholders

4 terms

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 regulatory

"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 regulatory

"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.

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders (the “Annual Meeting”)"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/26/2026 - 04:06 PM

FAQ

What did Finward Bancorp (FNWD) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing three directors for terms expiring in 2029, ratifying Forvis Mazars, LLP as auditor for 2026, and approving, on a non-binding advisory basis, executive compensation for named executive officers as disclosed in the proxy statement.

How many Finward Bancorp (FNWD) shares were eligible and represented at the 2026 annual meeting?

On the March 20, 2026 record date, 4,330,486 common shares were issued and outstanding. At the May 22, 2026 virtual meeting, 3,284,619 shares were present virtually or by proxy, which constituted a quorum for conducting shareholder business.

Were Finward Bancorp’s 2026 director nominees elected by shareholders?

Yes. Shareholders elected Benjamin J. Bochnowski, Robert E. Johnson, III, and Martin P. Alwin to serve as directors. Each received more votes “For” than “Withheld,” and their terms are scheduled to expire in 2029, confirming continued board composition stability.

Which audit firm did Finward Bancorp (FNWD) shareholders ratify for the 2026 fiscal year?

Shareholders ratified Forvis Mazars, LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 3,218,420 votes in favor, 57,910 against, and 8,289 abstentions, and no broker non-votes reported on this proposal.

How did Finward Bancorp (FNWD) shareholders vote on executive compensation in 2026?

In a non-binding advisory vote, shareholders approved executive compensation, casting 2,720,043 votes “For,” 169,928 “Against,” and 14,677 “Abstain,” with 379,971 broker non-votes, indicating general shareholder support for the pay practices described in the proxy statement.

Was the 2026 Finward Bancorp (FNWD) annual meeting held in person or virtually?

The 2026 Annual Meeting of Shareholders was conducted as a virtual-only meeting. Shareholders of record on March 20, 2026 could participate and vote online, with shares represented virtually or by proxy counting toward the quorum requirement.

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

Date of Report (Date of earliest event reported): May 26, 2026

FINWARD BANCORP

(Exact name of registrant as specified in its charter)


Indiana	001-40999	35-1927981
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	FNWD	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 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

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

On May 22, 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:


Director	Expiration of Term	Votes For	Votes Withheld	Broker Non-Votes
Benjamin J. Bochnowski	2029	2,486,625	418,023	379,971
Robert E. Johnson, III	2029	2,572,074	332,574	379,971
Martin P. Alwin	2029	2,659,517	245,131	379,971

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:


	For	Against	Abstain	Broker Non-Votes
Ratification of the appointment of Forvis Mazars, LLP as independent registered public accounting firm for the year ending December 31, 2026.	3,218,420	57,910	8,289	—

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:


	For	Against	Abstain	Broker 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.	2,720,043	169,928	14,677	379,971

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 26, 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

Filing Exhibits & Attachments

3 documents