Business First Bancshares Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of 16 nominees to the board of directors to serve until the 2027 annual meeting.

2. 2

   Say-on-Pay Proposal (Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding, advisory vote to approve the Company’s executive compensation as disclosed in the proxy (the ‘Say-on-Pay’). Management is seeking this advisory approval to confirm shareholder support for its compensation philosophy and practices, which emphasize variable, performance-linked pay (mix of base salary, annual cash incentives tied to core ROA, efficiency and asset coverage metrics, and long-term equity awards including RSUs and performance RSUs). The CD&A and compensation tables detail substantial use of equity (50% time‑based RSUs and 50% PRSUs with multi-year ROATCE and peer-relative EPS performance metrics) and other retention mechanisms (SERP, retention bonus arrangements, and employment agreements), intended to align executives’ interests with long-term shareholder value. The board highlights governance and risk-mitigation features such as stock ownership guidelines, clawback policy, independent compensation consultant engagement, and use of a peer group for benchmarking. Company context includes recent acquisitions and system integrations (e.g., Progressive Bancorp and Oakwood) and improved 2025 financial metrics, which the Compensation Committee cites as justification for its program design and payouts; the proxy notes prior strong shareholder approval (>92% in 2025). As an advisory vote, it is not binding, but the Compensation Committee will consider the outcome when setting future compensation policy. Investors should weigh that the program ties a meaningful portion of pay to both absolute and relative multi-year performance but also contains retention and change-in-control protections that could result in substantial payouts in certain termination scenarios. Given the company’s disclosure of performance metrics, peer benchmarking, and governance safeguards, a vote FOR would signal continued shareholder support for management’s pay-for-performance approach, while a vote AGAINST would indicate shareholder concern and would likely prompt the Compensation Committee to reassess elements of the program.

3. 3

   Ratification of Appointment of Forvis Mazars, LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

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When is the Business First Bancshares Inc 2026 annual meeting?

Business First Bancshares Inc (BFST) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Business First Bancshares Inc 2026 meeting?

The record date for the Business First Bancshares Inc 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Business First Bancshares Inc's 2026 meeting?

The board is presenting 16 director nominees at the Business First Bancshares Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Business First Bancshares Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Business First Bancshares Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.