Central Bancompany Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of four Class I directors — Michael Kirk Farmer, Jr.; E. Stanley Kroenke; Charles E. Kruse; and Bradley N. Sprong — each for a three-year term expiring in 2029.

2. 2

   Ratification of the Selection of KPMG LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Adoption of the Central Bancompany, Inc. 2026 Employee Stock Purchase Plan

   ManagementBoard: FOR

   Approve the 2026 ESPP to reserve 1,200,000 shares (approximately 0.5% of outstanding shares as of the record date) to allow eligible employees to purchase Common Stock through payroll deductions at a discount, intended to qualify under Section 423 of the Code.

   More detail

   This management proposal asks shareholders to approve the Central Bancompany, Inc. 2026 Employee Stock Purchase Plan (the 2026 ESPP), which would reserve 1,200,000 shares (about 0.5% of outstanding shares as of the record date) for purchase by eligible employees through payroll deductions at up to a 15% discount and otherwise structured to qualify under Section 423 of the Internal Revenue Code. Management seeks shareholder approval to implement a tax-qualified ESPP intended to enhance employee ownership, retention, and alignment with shareholders, particularly among non-executive employees, as part of the company’s broader equity compensation strategy. The plan permits offering periods (up to 27 months), purchase periods within offerings, limits participation by 5% owners, incorporates adjustments for corporate transactions, and allows the administrator discretion over eligibility, pricing and procedural rules consistent with Section 423. The Board frames the ESPP as necessary to remain competitive for talent in a challenging market and to incentivize employees through convenient payroll-based purchase mechanics and a sub-market purchase price. The company emphasizes conservative share usage (1,200,000 shares) and notes uncertainties in actual dilution depending on participation, contribution levels, and share price, signaling modest potential dilution relative to the current float. The Board recommends a FOR vote, arguing the plan benefits shareholders by improving retention and aligning employee incentives with long-term company performance; it also commits to register the shares on Form S-8 if approved. Governance-wise, the plan contains standard provisions for adjustments on corporate events, transfer restrictions, tax withholding mechanics, and Administrator authority, leaving substantive discretion with management—an aspect shareholders should monitor in ongoing governance reviews. From an investor-intelligence perspective, the ESPP appears conventional and modest in size, but analysts should weigh the company’s controlled-company governance structure and potential for plan administration discretion when assessing dilution and alignment over time.

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When is the Central Bancompany Inc 2026 annual meeting?

Central Bancompany Inc (CBC) holds its 2026 annual shareholder meeting on Monday, May 4, 2026.

What is the record date for the Central Bancompany Inc 2026 meeting?

The record date for the Central Bancompany Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Central Bancompany Inc's 2026 meeting?

The board is presenting 4 director nominees at the Central Bancompany Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Central Bancompany Inc 2026 meeting?

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