- Current report filing (8-K)
28 April 2011 - 6:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
April
21, 2011
HMN Financial, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-24100
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41-1777397
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1016 Civic Center Drive Northwest
PO Box 6057
Rochester, Minnesota
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55903-6057
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's telephone number, including area code
(507) 535-1200
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(Former name or former address, if changed since last report)
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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))
Item 2.02. Results of Operation and Financial Condition.
On April 21, 2011, HMN Financial, Inc. (the “Company”) issued a press
release that included financial information for its quarter ended March
31, 2011. A copy of the press release is attached as Exhibit 99 to this
Form 8-K and incorporated by reference into this Item 2.02. The
information included in the press release is to be considered furnished
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)
The Annual Meeting
of Stockholders of the Company was held on April 26, 2011 at 10:00 a.m.
The following is a record of the votes cast in the election of directors
of the Company:
Terms expiring in 2014:
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For
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Withhold
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Allen Berning
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1,991,332
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497,189
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Karen Himle
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1,945,638
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542,883
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Bernard Nigon
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2,078,407
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410,113
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Accordingly the individuals named above were duly elected directors of
the Company for terms to expire as stated above.
The following is a record of the advisory (non-binding) vote of the
compensation of executives.
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NUMBER
OF VOTES
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FOR
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1,825,962
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AGAINST
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618,636
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ABSTAIN
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43,922
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BROKER NON-VOTE
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977,497
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Accordingly, the proposal described above was declared to be duly
adopted by the stockholders of the Company.
The following is a record of the votes cast in respect of the proposal
to ratify the appointment of KPMG LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December
31, 2011.
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NUMBER
OF VOTES
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FOR
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3,243,836
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AGAINST
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218,890
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ABSTAIN
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3,292
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BROKER NON-VOTE
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Accordingly, the proposal described above was declared to be duly
adopted by the stockholders of the Company.
Item 7.01 Regulation FD
The Company has determined to defer the payment of the regular quarterly
cash dividend on its Fixed Rate Cumulative Perpetual Preferred Stock,
Series A (the “TARP Preferred Stock”) issued to the Treasury as part of
the TARP Capital Purchase Program due May 15, 2011 in the amount of
$325,000. Under the Company’s previously disclosed supervisory
agreement with the OTS, the Company may not declare or pay any cash
dividends without the consent of the OTS, which includes the quarterly
dividend payments on the TARP Preferred Stock. It is the current
expectation of the Company that it will defer the remaining quarterly
dividend payments due in 2011. The Company intends to re-evaluate the
deferral of these dividend payments periodically in consultation with
the OTS taking into account the Company’s financial condition,
applicable legal restrictions and other relevant factors.
Under the terms of the TARP Preferred Stock, the Company is required to
pay dividends on a quarterly basis at a rate of 5% for the first five
years, after which the dividend rate automatically increases to
9%. Dividend payments on the TARP Preferred Stock may be deferred
without default, but the dividend is cumulative and, if the Company
fails to pay dividends for six quarters, whether or not consecutive, the
Treasury will have the right to appoint two representatives to the
Company’s board of directors. This is the second quarter in which the
Company has deferred the payment of dividends on the TARP Preferred
Stock. As of the date of this report and giving effect to the planned
deferral of the May 15, 2011 dividend, the aggregate arrearage in the
payment of dividends on the TARP Preferred Stock was $650,000.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
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Exhibit Number
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Description
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99
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Press Release dated April 21, 2011
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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.
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HMN Financial, Inc.
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(Registrant)
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Date:
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April 27, 2011
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/s/ Jon Eberle
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Jon Eberle
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Senior Vice President,
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Chief Financial Officer and
Treasurer
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Index to Exhibits
Exhibit No.
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Description
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Exhibit 99
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Press Release dated April 21, 2011
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