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

Hawthorn Bancshares, Inc. held its annual meeting of shareholders on Tuesday, June 5, 2012, at which meeting our shareholders voted upon the following matters:

• The election of two Class II directors to hold office for a term expiring at our 2015 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their respective earlier resignation or removal;
• The ratification and approval of the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2012; and
• The advisory approval of the compensation of our executives disclosed in the proxy statement prepared with respect to the annual meeting.

Election of Directors

At the annual meeting, Charles G. Dudenhoeffer, Jr. and Gus S. Wetzell, II each was elected as a Class II director. The following is a summary of the votes cast at the annual meeting with respect to the election of directors:

Charles G. Dudenhoeffer, Jr.
For - 1,735,933
Withhold - 515,938

Gus S. Wetzel, II
For - 1,713,582
Withhold - 538,289

There were 1,123,700 broker non-votes with respect to this matter.

In addition to the two Class II directors elected at the Annual Meeting, the persons continuing their term of office as members of our board of directors are:

Class I Directors (term to expire in 2014) Philip D. Freeman
James E. Smith

Class III Directors (term to expire in 2013) Kevin L. Riley
David T. Turner

Ratification and Approval of Independent Registered Public Accounting Firm

At the annual meeting, the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2012 was ratified and approved. The following is a summary of the votes cast at the annual meeting with respect to this matter:

For - 3,030,177
Against - 283,455
Abstain - 61,939
There were no broker non-votes with respect to this matter.

Advisory Approval of the Compensation of our Executives

At the annual meeting, the compensation of our executives disclosed in the proxy statement prepared with respect to the annual meeting was approved. The following is a summary of the votes cast at the annual meeting with respect to this matter:

For - 1,978,688
Against - 148,907
Abstain - 124,276

There were 1,123,700 broker non-votes with respect to this matter.

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