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

Date of Report (Date of earliest event reported): April 28, 2020

HMN Financial, Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-24100	41-1777397
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1016 Civic Center Drive Northwest  Rochester, Minnesota	55901
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (507) 535-1200

  N/A

(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(s)	Name of Each Exchange on Which Registered
Common Stock	HMNF	NASDAQ

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.    ☐

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

The Company’s Annual Meeting of Stockholders was held on April 28, 2020 at 10:00 a.m. (the “Annual Meeting”). On March 2, 2020, the record date for the Annual Meeting, there were 4,847,973 shares of common stock issued and outstanding. The final results of the stockholder vote on each proposal brought before the Annual Meeting were as follows:

1. The stockholders elected three directors to serve until the conclusion of the third succeeding annual meeting of stockholders or until their successors have been duly elected and qualified. The votes regarding this proposal were as follows:

Terms expiring in 2023:	For	Against	Abstain	Broker Non-Votes
Allen J. Berning	2,395,434.282	771,724.789	5,429.000	784,244.000
Sequoya S. Borgman	2,647,731.282	518,427.789	6,429.000	784,244.000
Bernard R. Nigon	2,439,786.282	727,372.789	5,429.000	784,244.000

2. The stockholders voted by a non-binding advisory vote to approve the compensation of the Company’s executives as disclosed in the proxy statement. The votes regarding this proposal were as follows:

Votes for the proposal	2,574,299.667
Votes against the proposal	427,389.300
Votes abstaining	170,899.104
Broker Non-Votes	784,244.000

3. The stockholders ratified the appointment of CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for 2020. The votes regarding this proposal were as follows:

Votes for the proposal	3,940,941.727
Votes against the proposal	10,316.859
Votes abstaining	5,573.485

Item 9.01         Financial Statements and Exhibits

(d) Exhibits

The following exhibit is being furnished with this Current Report on Form 8-K.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated April 29, 2020

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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.

	HMN Financial, Inc. (Registrant)
Date: April 29, 2020	/s/ Jon Eberle
	Jon Eberle Senior Vice President, Chief Financial Officer and Treasurer

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EX-99.1

Exhibit 99.1

1016 Civic Center Drive NW - Rochester, MN 55901 - Phone (507) 535-1200 - FAX (507) 535-1301  

NEWS RELEASE Contact:     Bradley Krehbiel,                     Principal Executive Officer                     HMN Financial, Inc.     (507) 252-7169                     For Immediate Release

HMN Financial, Inc. Announces Election Results and Appointment of New Board Chair

ROCHESTER, MN - April 29, 2020 - HMN Financial, Inc. (HMN or the Company) (NASDAQ:HMNF) today announced the re-election of Allen Berning, Sequoya Borgman and Bernard Nigon as directors.

HMN also announced that its Board elected Dr. Wendy Shannon as Board Chair. Dr. Shannon will replace Dr. Hugh Smith, who will continue to serve on the board.

Dr. Smith has served as a director of HMN since 2009 and has served as Board Chair of HMN Financial, Inc. and Home Federal Savings Bank since 2011. His current term expires at the conclusion of the annual meeting of stockholders in 2021. Dr. Shannon has served as a director of HMN since 2013. She was also elected Chair of the Board of Home Federal Savings Bank.

In recognizing the service of Dr. Hugh Smith, Mr. Krehbiel, President of HMN and Home Federal Savings Bank, said “We would like to thank Hugh for his service as a director of the Company for the past eleven years and his leadership as the Board Chair for the past nine years. His guidance and insight have been instrumental in helping the Company grow and continue to thrive during his tenure.”

HMN Financial, Inc. and the Bank are headquartered in Rochester, Minnesota. Home Federal Savings Bank operates twelve full service offices in Minnesota located in Albert Lea, Austin, Eagan, Kasson, La Crescent, Owatonna, Rochester (4), Spring Valley and Winona, one full service office in Marshalltown, Iowa, and one full service office in Pewaukee, Wisconsin. The Bank also operates a loan origination office located in Sartell, Minnesota.

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