Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange Act of 1934). Internal control over financial reporting of the Company includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. Important features of the Company’s system of internal control over financial reporting include the adoption and implementation of written policies and procedures, careful selection and training of financial management personnel, a continuing management commitment to the integrity of the system and through examinations by an internal audit function that coordinates its activities with the Company’s Independent Registered Public Accounting Firm.
All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.
The Company’s management conducted an evaluation of the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2023. Management’s assessment is based on the criteria described in “Internal Control – Integrated Framework” issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Company’s management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2023.
Page 120
Table of Contents
Attestation Report of the Registered Public Accounting Firm
The Company’s independent registered public accounting firm that audited the consolidated financial statements included in this annual report, has issued a report on the Company’s internal control over financial reporting as of December 31, 2023. Reference is made to the Report of Independent Registered Public Accounting Firm included in this Annual Report.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
10b5-1 Securities Trading Plans
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 of Part III is presented under the items entitled “Information Concerning Nominees for Election as Directors,” "Information Concerning Directors other than Nominees," "Corporate Governance and Board of Directors," and “Delinquent Section 16(a) Reports” in the Company’s Definitive Proxy Statement dated March 15, 2024 for the Annual Meeting of Stockholders on April 15, 2024. Such information is incorporated herein by reference.
The Company has a Code of Ethics in place covering its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. A copy of the Company’s Code of Ethics will be provided free of charge, upon written request to:
Anthony Roetlin
Treasurer
Hills Bancorporation
131 Main Street
PO Box 160
Hills, Iowa 52235
Information about our Executive Officers is incorporated into this section by reference to Part I, Item 1 of this Form 10-K.
Page 121
Table of Contents
Item 11. Executive Compensation
The information required by Item 11 of Part III is presented under the items entitled “Compensation Discussion and Analysis,” “Summary of Cash and Certain Other Compensation Paid to the Named Executive Officers,” "Risk Management and Compensation Policies and Practices," “Compensation and Incentive Stock Committee Interlocks and Insider Participation,” "Schedule of Director Fees," "Director Compensation Table," and “Compensation and Incentive Stock Committee Report” in the Company’s Definitive Proxy Statement dated March 15, 2024 for the Annual Meeting of Stockholders on April 15, 2024. Such information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 of Part III is presented under the item entitled “Security Ownership of Certain Beneficial Owners and Management” in the Company’s Definitive Proxy Statement dated March 15, 2024 for the Annual Meeting of Stockholders on April 15, 2024. Such information is incorporated herein by reference.
The following table sets forth information regarding the Company’s equity compensation plan as of December 31, 2023, all of which relates to stock options issued under stock option plans approved by stockholders of the Company.
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available for future
issuance under equity
compensation plans
[excluding securities
reflected in column (a)]
Plan Category (a) (b) (c)
Equity compensation plans approved by security holders 5,805 $ 62.00 178,073
Equity compensation plans not approved by security holders — — —
Total 5,805 $ 62.00 178,073
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 of Part III is presented under the items entitled “Corporate Governance and the Boards of Directors,” and “Compensation and Incentive Stock Committee Interlocks and Insider Participation” in the Company’s Definitive Proxy Statement dated March 15, 2024 for the Annual Meeting of Stockholders on April 15, 2024. Such information is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Information required by this item is contained in the Company’s Definitive Proxy Statement dated March 15, 2024 for the Annual Meeting of Shareholders on April 15, 2024, under the heading “Audit Committee,” which information is incorporated herein by this reference.
The three additional data elements required to be tagged by a registrant that files financial statements using Inline XBRL are as follows:
• FORVIS, LLP
• Springfield, Missouri
• PCAOB ID: 686
Page 122
Table of Contents
PART IV
Item 15. Exhibits, Consolidated Financial Statement Schedules
Form 10-K
(a) 1 Financial Statements Reference
Independent registered public accounting firm's report on the financial statements Page 55-58
Consolidated balance sheets as of December 31, 2023 and 2022 Page 59
Consolidated statements of income for the years ended December 31, 2023, 2022, and 2021 Page 60
Consolidated statements of comprehensive income for the years ended December 31, 2023, 2022, and 2021 Page 61
Consolidated statements of stockholders' equity for the years ended December 31, 2023, 2022, and 2021 Page 62
Consolidated statements of cash flows for the years ended December 31, 2023, 2022, and 2021 Page 63
Notes to consolidated financial statements Page 65
2 Financial Statements Schedules
All schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.
(b) 3 Exhibits
3.1 Restated Articles of Incorporation on Page 126.
3.2 Amended and Restated ByLaws on Page 134.
4.1 Description of Registered Securities, incorporated by reference to Exhibit 4.1 to the Company's Form 10-K filed with the Commission on March 6, 2020.
10.1 1995 Deferred Compensation Plans filed as Exhibit 10(c) in Form 10-K for the year ended December 31, 1995 is incorporated by reference.
10.2 2010 Stock Option and Incentive Plan filed on Form S-8 dated June 29, 2012 is incorporated by reference.
10.3 2020 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the Commission on May 4, 2020.
Page 123
Table of Contents
10.4 Form of Stock Option Grant Agreement under the Stock Option and Incentive Plan filed as Exhibit 10.3 in Form 10-K for the year ended December 31, 2018 is incorporated by reference.
10.5 Form of Restricted Stock 5 Year Agreement under the Stock Option and Incentive Plan filed as Exhibit 10.4 in Form 10-K for the year ended December 31, 2018 is incorporated by reference.
10.6 Form of Restricted Stock 8 Year Agreement under the Stock Option and Incentive Plan filed as Exhibit 10.5 in Form 10-K for the year ended December 31, 2018 is incorporated by reference.
11 Statement Regarding Computation of Basic and Diluted Earnings Per Share. (Note: Statement included in Note 1 under Item 8 of Part II above)
21 Subsidiary of the Registrant is attached on Page 1 44 .
23.1 Consent of Independent Registered Public Accounting Firm is attached on Page 1 45 . FORVIS LLP
31.1 Certification under Section 302 of the Sarbanes-Oxley Act of 2002 on Page 1 4 6 .
31.2 Certification under Section 302 of the Sarbanes-Oxley Act of 2002 on Page 1 47 .
32 Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 on Page 1 48 .
101.INS XBRL Instance Document (1)
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DED XBRL Taxonomy Extension Definitions Linkbase Document
(1) The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
Page 124
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HILLS BANCORPORATION
Date: March 5, 2024 By: /s/Dwight O. Seegmiller
Dwight O. Seegmiller, Director, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: March 5, 2024 By: /s/Dwight O. Seegmiller
Dwight O. Seegmiller, Director, President and Chief Executive Officer
Date: March 5, 2024 By: /s/Anthony V. Roetlin
Anthony V. Roetlin, Treasurer, Chief Financial Officer and Chief Accounting Officer
Date: March 5, 2024 By: /s/Lisa A. Shileny
Lisa A. Shileny, Director; President and Chief Operating Officer of the Bank
Date: March 5, 2024 By: /s/Michael S. Donovan
Michael S. Donovan, Director
Date: March 5, 2024 By: /s/Kirsten H. Frey
Kirsten H. Frey, Director
Date: March 5, 2024 By: /s/Michael E. Hodge
Michael E. Hodge, Director
Date: March 5, 2024 By: /s/Emily A. Hughes
Emily A. Hughes, Director
Date: March 5, 2024 By: /s/Casey L. Peck
Casey L. Peck, Director
Date: March 5, 2024 By: /s/John W. Phelan
John W. Phelan, Director
Date: March 5, 2024 By: /s/Ann M. Rhodes
Ann M. Rhodes, Director
Date: March 5, 2024 By: /s/James C. Schmitt
James C. Schmitt, Director
Date: March 5, 2024 By: /s/Thomas R. Wiele
Thomas R. Wiele, Director
Date: March 5, 2024 By: /s/Sheldon E. Yoder
Sheldon E. Yoder, Director
Page 125