Great Southern Bancorp Inc

This non-binding proposal asks stockholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables and narrative. Management includes the proposal as required by Dodd-Frank and SEC rules to provide stockholders with an opportunity to endorse executive pay practices; the Board recommends FOR the proposal and will consider the vote outcome when setting future compensation. The filing notes prior strong stockholder support for executive compensation (approximately 98% in 2025) and indicates the Company will continue to hold an annual say-on-pay vote (consistent with the stockholder preference expressed in a 2024 frequency vote). Because the vote is advisory, it does not change contractual pay arrangements or impose binding obligations, but a negative result would likely prompt the Compensation Committee and Board to re-evaluate pay design and disclosures. Key contextual factors include the Company’s pay mix (base salary, annual cash bonuses tied to quarterly EPS goals, and long-term stock options), use of stock options as the principal long-term incentive, and governance features such as committee oversight by independent directors. The Board frames its recommendation by pointing to the alignment of compensation with operating performance and long-term stockholder value, and describes the specific metrics and processes (quarterly EPS targets, peer surveys in setting CEO pay, and clawback/recoupment and Section 409A compliance) that support its approach. Because the vote is advisory, investors should assess both the disclosed pay outcomes and the governance mechanisms described when deciding how to vote.

This management proposal seeks stockholder approval of the 2026 Omnibus Incentive Plan to authorize 750,000 shares for future equity and equity-based awards (stock options, SARs, restricted stock/units, performance shares/units) — with full-value awards counting on a 2.5-for-1 fungible basis — and would supersede the 2022 Plan for future grants. Management contends the approval is necessary because outstanding awards under prior plans exceed prior authorizations (1,212,779 subject to outstanding awards with only 93,161 remaining under the 2022 Plan as of March 18, 2026), and it needs additional shares to continue using equity compensation as a principal retention and incentive tool. The Plan includes governance-oriented limits and features intended to limit dilution and align with best practices: an overall limit of 750,000 shares (approx. 6.8% of outstanding shares at the record date), annual per-participant limits (50,000 shares for options/SARs, 25,000 for restricted stock/RSUs, 25,000 for performance awards), a $90,000 annual grant-value cap for non-employee directors, minimum vesting requirements (generally one year, three years for CEO full vesting) and prohibitions on discounted options, repricings without stockholder approval, and liberal share recycling. The Compensation Committee presented analysis on burn rate, overhang and fungible share treatment, estimating the new reserve would last approximately three years under expected grant practices; management emphasizes the 2.5-for-1 treatment of full-value awards will make share usage more efficient. The Board recommends FOR the proposal, arguing that the plan’s size and design are reasonable given the Company’s peer practices, historical burn rate (~1.85% three-year average), and the need to maintain competitive long-term incentive programs tied to retention and stockholder-aligned performance. Investors evaluating the proposal should weigh the dilution and overhang implications against the Company’s governance constraints, per-participant caps, double-trigger change-in-control protections and clawback/Section 409A compliance provisions described in the plan.