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HMNF > SEC Filings for HMNF > Form 8-K on 24-Apr-2013All Recent SEC Filings

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Form 8-K for HMN FINANCIAL INC


24-Apr-2013

Results of Operations and Financial Condition, Submission of Matters to a Vote


Item 2.02. Results of Operation and Financial Condition.

On April 19, 2013, HMN Financial, Inc. (the "Company") issued a press release that included financial information for its quarter ended March 31, 2013. A copy of the press release is attached as Exhibit 99 to this Form 8-K and incorporated by reference into this Item 2.02. The information included in the press release is to be considered furnished under the Securities Exchange Act of 1934, as amended (the "Exchange Act").



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

The Annual Meeting of Stockholders of the Company was held on April 23, 2013 at 10:00 a.m (the "Annual Meeting"). On February 26, 2013, the record date for the Annual Meeting, there were 4,423,589 shares of common stock issued and outstanding. The final results of the stockholder vote on each proposal brought before the meeting were as follows:

(1) The following is a record of the votes cast in the election of directors of the Company:

Terms expiring in 2016: For Withhold Broker Non-Votes

  Michael Fogarty         2,425,387 119,733     1,151,275
  Malcolm McDonald        2,422,576 122,544     1,151,275
  Wendy Shannon           2,492,375  52,745     1,151,275

The above individuals were elected to our board based on the results of the stockholder vote for terms to expire as stated above.

(2) The following is a record of the advisory (non-binding) votes cast in respect of the proposal for the approval of the compensation of our executives as disclosed in the proxy statement.

                                                NUMBER
                                              OF VOTES
                             FOR             2,323,207
                             AGAINST           211,486
                             ABSTAIN            10,426

                             BROKER NON-VOTE 1,151,275


  Accordingly, the proposal described above was declared to be duly adopted by
the stockholders of the Company.

(3)    The following is a record of the advisory (non-binding) vote on the
frequency of the advisory (non-binding) vote on the compensation of the
Company's executives as disclosed in the proxy statement.

                                                NUMBER
                                              OF VOTES
                             1 YEAR          2,087,866
                             2 YEARS           249,310
                             3 YEARS           134,002
                             ABSTAIN            73,941


BROKER NON-VOTE 1,151,275

Consistent with the "1 Year" recommendation by our stockholders, the Board of Directors of the Company has determined to include an advisory (non-binding) vote on the compensation of the Company's executives at each Annual Meeting of Stockholders until the next required stockholder vote on the frequency of the advisory (non-binding) stockholder vote on the compensation of the Company's executives.

(4) The following is a record of the votes cast in respect of the proposal to amend the Company's Certificate of Incorporation, increasing the number of authorized shares of common stock from 11 million to 16 million.

                                             NUMBER
                                           OF VOTES
                                FOR       3,278,810
                                AGAINST     288,889
                                ABSTAIN     128,696
                                BROKER
                                NON-VOTES        --


Accordingly, the proposal described above was approved by the required vote and was declared to be duly adopted by the stockholders of the Company.

(5) The following is a record of the votes cast in respect of the proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013.

                                                 NUMBER
                                               OF VOTES
                             FOR              3,677,294
                             AGAINST              6,012
                             ABSTAIN             13,088
                             BROKER NON-VOTES        --

Accordingly, the proposal described above was approved by the required vote and was declared to be duly adopted by the stockholders of the Company.



Item 8.01 Other Events.

Following approval by the Company's stockholders at the Annual Meeting of the amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 11,000,000 to 16,000,000, the Company filed a Certificate of Amendment of Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on April 23, 2013, to effect such increase in the number of authorized shares. The Certificate of Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

  Exhibit Number   Description

       3.1         Certificate of Amendment of Certificate of Incorporation 2013

        99         Press Release dated April 19,


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