8-K

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 26, 2023

Date of Report (Date of Earliest Event Reported)

AMES NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Iowa	0-32637	42-1039071
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or Organization)		Identification No.)

405 Fifth Street

Ames, Iowa 50010

(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (515) 232-6251

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	ATLO	NASDAQ Capital Market

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

Emerging growth company   ☐

If an emerging growth company, indicate by checkmark 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 Shareholders

The Company’s annual meeting of shareholders was held on April 26, 2023.

Proposal 1.         The stockholders elected to the Company’s Board of Directors for a term of three years were Jeffery C. Baker, Betty A. Baudler Horras and Patrick G. Hagan. Directors whose term of office continued after the annual meeting consist of David W. Benson, Michelle R. Cassabaum, Lisa M. Eslinger, Steven D. Forth, James R. Larson II, John P. Nelson, John L. Pierschbacher and Kevin L. Swartz.

Proposal 2.         The stockholders approved, on an advisory basis, the compensation of the Company’s named executives, as disclosed in the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure in the Company’s proxy statement for the annual meeting.

Proposal 3.         The stockholders voted for a three year advisory vote on executive compensation.

Proposal 4.         The stockholders also ratified the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for 2023.

There were 8,992,167 shares of common stock entitled to vote at the annual meeting. The final voting results of each proposal are set forth below.

Proposal 1.         The voting results on the election of directors for a three-year term were as follows:

			Votes		Broker
	In Favor		Withheld		Non-Votes
Jeffery C. Baker		3,688,151		63,155		2,849,718
Betty A. Baudler Horras		3,610,035		141,271		2,849,718
Patrick G. Hagan		3,678,266		73,040		2,849,718

Proposal 2.                  The voting results on the shareholder approval, on an advisory basis, of executive compensation were as follows:

					Broker
For	Against		Abstain		Non-Votes
3,658,700		69,701		22,905		2,849,718

Proposal 3.                  The voting results on the frequency of advisory vote on executive compensation were as follows:

							Broker
Three Years	Two Years		One Year		Abstain		Non-Votes
2,249,274		175,277		1,301,111		25,644		2,849,718

Proposal 4.                  The voting results on the ratification of the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm were as follows:

For	Against		Abstain
6,559,204		14,829		26,991

There were no broker non-votes on this proposal.

        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.

	AMES NATIONAL CORPORATION
Date: April 28, 2023	By:	/s/ John P. Nelson
	John P. Nelson, Chief Executive Officer and President

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Document And Entity Information	Apr. 26, 2023
Document Information [Line Items]
Entity, Registrant Name	AMES NATIONAL CORPORATION
Document, Type	8-K
Document, Period End Date	Apr. 26, 2023
Entity, Incorporation, State or Country Code	IA
Entity, File Number	0-32637
Entity, Tax Identification Number	42-1039071
Entity, Address, Address Line One	405 Fifth Street
Entity, Address, City or Town	Ames
Entity, Address, State or Province	IA
Entity, Address, Postal Zip Code	50010
City Area Code	515
Local Phone Number	232-6251
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	ATLO
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001132651