Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Bridgewater Bancshares, Inc. 2023 Equity Incentive Plan
At the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Bridgewater Bancshares, Inc. (the “Company”) held on April 25, 2023, the Company’s shareholders approved the Bridgewater Bancshares, Inc. 2023 Equity Incentive Plan (the “2023 EIP”). The 2023 EIP was adopted by the Company’s Board of Directors on February 28, 2023, subject to shareholder approval at the Annual Meeting, to promote the Company’s long term financial success, to attract, retain and reward persons who can contribute to the Company’s success, and to further align the participants’ interest with those of the Company’s shareholders. The 2023 EIP will be administered by the Compensation Committee of the Board of Directors or subcommittee thereof, which will select award recipients from the eligible participants, determine the types of awards to be granted, and determine the applicable terms, conditions, performance criteria, restrictions and other provisions of such awards, including any vesting or accelerated vesting requirements or conditions applicable to an award or awards. The types of awards which may be granted under the 2023 EIP include incentive and nonqualified stock options, stock appreciation rights, stock awards, restricted stock units, restricted stock and cash incentive awards.
The 2023 EIP incorporates a broad variety of cash-based and equity-based incentive compensation elements to provide the Compensation Committee with significant flexibility to appropriately address the requirements and limitations of recently applicable legal, regulatory and financial accounting standards in a manner mutually consistent with the purposes of the 2023 EIP and shareholder interests.
Subject to permitted adjustments for certain corporate transactions, the maximum number of shares that may be delivered to participants, or their beneficiaries, under the 2023 EIP is 1,500,000 shares of the Company’s common stock.
The foregoing description of the 2023 EIP is qualified in its entirety by the text of the 2023 EIP, which is filed as Appendix C to the Company’s definitive proxy statement, filed with the SEC on March 13, 2023, and which is incorporated herein by reference.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described below under Item 5.07, at the Annual Meeting the Company’s shareholders approved the Third Amended and Restated Articles of Incorporation and the Second Amended and Restated Bylaws to declassify the Company’s board of directors and increase the maximum number of directors of the Company from eleven (11) to fifteen (15). The Third Amended and Restated Articles of Incorporation became effective on April 26, 2023 upon filing with the Minnesota Secretary of State.
A copy of the Company’s Third Amended and Restated Articles of Incorporation and a copy of the Company’s Second Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on April 25, 2023. The record date for determination of shareholders entitled to vote at the Annual Meeting was February 27, 2023. There were 27,756,170 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 23,290,240 shares, or approximately 83.91 percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The proposals listed below were voted on at the Annual Meeting.