Bridgewater Bancshares Inc. 8-K Summary
Business Context and Reporting Period
This Form 8-K was filed on December 17, 2019, by Bridgewater Bancshares, Inc., a Minnesota corporation. The report details corporate governance changes effective December 17, 2019, specifically regarding the Board of Directors.
Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and governance matters.
Material Changes
- Board Expansion: The Board of Directors increased the number of directors from eight to nine.
- New Appointment: Lisa Brezonik was appointed as a Class III director to fill the vacancy created by the expansion. Her initial term expires at the 2021 annual shareholder meeting.
- Committee Assignments: Ms. Brezonik was appointed to the Audit Committee and the Nominating and Corporate Governance Committee.
- Independence: The Board determined Ms. Brezonik qualifies as an independent director under Nasdaq and SEC rules.
- Subsidiary Role: Ms. Brezonik will also serve as a director of the Company's wholly owned subsidiary, Bridgewater Bank.
Compensation and Outlook
Ms. Brezonik will participate in the non-employee director compensation program. She will receive a quarterly retainer of $20,000, prorated for any partial term. Commencing January 1, 2020, half of this retainer will be paid in the Company's common stock. The filing includes a Regulation FD disclosure referencing a press release issued on December 18, 2019, regarding this appointment. No specific financial guidance or risk factors related to operations were disclosed in this filing.
Key Facts for Investor Verification
- Verify the total number of directors on the Board is now nine.
- Confirm Lisa Brezonik's background as President of Salo, LLC, and her prior experience in executive coaching and HR leadership.
- Note the compensation structure change effective January 1, 2020, where 50% of the director retainer is paid in stock.
- Review the attached press release (Exhibit 99.1) for additional context on the appointment.