false 0000921183 0000921183 2022-08-23 2022-08-23
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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): August 23, 2022
 
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
 
 
(Former name or former address, if changed since last report)
 
  
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
The Nasdaq Stock Market LLC
 
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.03         Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
 
On August 23, 2022, the Board of Directors of HMN Financial, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s Amended and Restated By-Laws (the “Bylaws)” to clarify provisions regarding conduct of stockholder meetings and uncertificated shares, reflect current best practices for advance notice of stockholder proposals and nominations, and add references to electronic communication methods where appropriate.
 
The foregoing description is qualified by the full text of the Bylaws, which is filed as Exhibit 3.1 to this current report on Form 8-K and incorporated herein by reference.
 
Item 9.01         Financial Statements and Exhibits.
 
(d)     Exhibits
 
Exhibit Number
Description
3.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
2
 
 
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: August 23, 2022 By /s/ Jon Eberle  
  Jon Eberle  
  Senior Vice President, Chief Financial Officer and  
  Treasurer  
 
 
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