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.



                                       2

Proposal 1: The election of three (3) Class II director nominees to serve a three-year term until the 2026 Annual Meeting of Shareholders or until their successors are duly elected and qualified:

Class III Director Nominee Votes For Votes Withheld Broker Non-Votes


      David B. Juran        18,596,792    1,662,081            0
     Thomas P. Trutna       18,072,284    2,186,589            0
      Todd B. Urness        18,567,075    1,691,798            0

Proposal 2: The approval of the Third Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws to Declassify the Company's Board of Directors:



Votes For   Votes Against  Abstentions  Broker Non-Votes
20,148,297     60,544        50,032        3,031,367

Proposal 3: The approval of the Third Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws to increase the maximum number of directors of the Company from eleven (11) to fifteen (15):

Votes For Votes Against Abstentions Broker Non-Votes 22,471,721 575,244 243,275

           0

Proposal 4: The approval of the 2023 EIP:

Votes For Votes Against Abstentions Broker Non-Votes 14,576,925 5,596,525 85,423 3,031,367

Proposal 5: The ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023:



Votes For   Votes Against  Abstentions  Broker Non-Votes
23,025,115     30,373        234,752           0


Item 9.01      Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3.1 Third Amended and Restated Articles of Incorporation of Bridgewater

Bancshares, Inc.

Exhibit 3.2 Second Amended and Restated Bylaws of Bridgewater Bancshares,


             Inc.

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL


             document)


                                       3

© Edgar Online, source Glimpses