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Hills Bancorporation (HBIA) investors approve directors, pay and Crowe LLP

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8-K

Rhea-AI Filing Summary

Hills Bancorporation held its annual shareholder meeting on April 20, 2026, where investors voted on directors, executive pay, and the audit firm.

Shareholders elected four directors, each to serve until the 2029 annual meeting, approved the non-binding advisory vote on executive compensation, and supported the non-binding appointment of Crowe, LLP as the independent registered public accounting firm.

Positive

  • None.

Negative

  • None.
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.
Votes for Emily A. Hughes 4,481,968.30 votes Director election at April 20, 2026 annual meeting
Votes for James C. Schmitt 4,414,471.48 votes Director election at April 20, 2026 annual meeting
Votes for Lisa A. Shileny 4,450,333.84 votes Director election at April 20, 2026 annual meeting
Votes for Roger K. Smith 4,424,039.66 votes Director election at April 20, 2026 annual meeting
Votes for executive compensation 4,212,525.84 votes Non-binding advisory vote on executive compensation
Votes for Crowe, LLP 4,791,054.10 votes Non-binding appointment as independent registered public accounting firm
broker non-votes financial
"For | 4,212,525.84 Against | 104,478.06 Abstain | 202,017.44 Broker Non-Votes | 382,149.00"
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 Vote on Executive Compensation financial
"Proposal 2 - Non-Binding Advisory Vote on Executive Compensation The shareholders approved executive compensation."
independent registered public accounting firm financial
"Appointment of Crowe, LLP as the independent registered public accounting firm for Hills Bancorporation"
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.
solicitation of proxies regulatory
"The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies"
Solicitation of proxies is the process by which a company or a shareholder asks other shareholders to authorize their votes on corporate matters by signing or submitting a proxy form. Think of it like asking friends to sign a permission slip on your behalf so a decision can be made without everyone attending; it matters to investors because proxy campaigns determine control of the board, approval of major deals or policies, and can signal contested management battles that affect share value and strategy.
Understanding 8-K Material Events →
0000732417false00007324172025-04-212025-04-21

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 20, 2026
Date of Report (date of earliest event reported)

HILLS BANCORPORATION
(Exact name of registrant as specified in its charter)
Iowa
0-12668
42-1208067
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
131 E. Main Street, PO Box 160
Hills
Iowa
52235
(Address of Principal Executive Offices)
(Zip Code)
(319) 679-2291
Registrant's telephone number, including area code


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 (see General Instruction A.2. below):

☐ 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 classTrading Symbol(s)Name of each exchange on which registered

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

The Annual Meeting of Shareholders was held on April 20, 2026. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 18, 2026. The final results of the shareholder votes are as follows:

Proposal 1 - Election of Directors

The following individuals were elected to serve as directors to hold office until the 2029 annual meeting:
ForWithhold AuthorityBroker Non-Votes
Emily A. Hughes4,481,968.30 37,053.03 382,149.00 
James C. Schmitt4,414,471.48 104,549.85 382,149.00 
Lisa A. Shileny4,450,333.84 68,687.50 382,149.00 
Roger K. Smith4,424,039.66 94,981.67 382,149.00 

Proposal 2 - Non-Binding Advisory Vote on Executive Compensation

The shareholders approved executive compensation.
For4,212,525.84 
Against 104,478.06 
Abstain202,017.44 
Broker Non-Votes382,149.00 

Proposal 3 - Non-Binding Appointment of Crowe, LLP as the independent registered public accounting firm for Hills Bancorporation
For 4,791,054.10 
Against42,106.52 
Abstain68,009.72 
Broker Non-Votes— 



SIGNATURE

Pursuant to the requirement 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.

                        HILLS BANCORPORATION

Date: April 24, 2026                /s/ Lisa A. Shileny                        
                        Lisa A. Shileny, Director, President and Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Hills Bancorporation (HBIA) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three main items: electing four directors to serve until the 2029 annual meeting, a non-binding advisory vote on executive compensation, and the non-binding appointment of Crowe, LLP as the independent registered public accounting firm.

Were Hills Bancorporation (HBIA) director nominees approved by shareholders?

Yes. Four directors, including Emily A. Hughes and Lisa A. Shileny, were elected to serve until the 2029 annual meeting, each receiving substantially more votes “For” than “Withhold Authority,” along with broker non-votes reported for each director election line item.

How did Hills Bancorporation (HBIA) shareholders vote on executive compensation?

Shareholders approved the non-binding advisory vote on executive compensation, with 4,212,525.84 votes “For,” 104,478.06 votes “Against,” 202,017.44 “Abstain,” and 382,149.00 broker non-votes, indicating broad support for the company’s executive pay program as presented.

Which audit firm did Hills Bancorporation (HBIA) shareholders support in 2026?

Shareholders supported the non-binding appointment of Crowe, LLP as the independent registered public accounting firm, with 4,791,054.10 votes “For,” 42,106.52 “Against,” and 68,009.72 “Abstain,” and no broker non-votes reported for this proposal in the voting results.

When was the Hills Bancorporation (HBIA) 2026 annual shareholder meeting held?

The annual meeting of Hills Bancorporation shareholders was held on April 20, 2026. At this meeting, investors elected directors, cast a non-binding advisory vote on executive compensation, and considered the non-binding appointment of Crowe, LLP as the company’s independent registered public accounting firm.

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