Hanmi Financial Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven (11) directors to serve until the 2027 Annual Meeting and until their successors are elected and qualified.

2. 2

   Non-Binding Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.

   More detail

   The proposal seeks a non-binding advisory approval of the company’s executive compensation program as disclosed in the proxy. Management is asking for endorsement to signal stockholder support for its pay-for-performance approach, which mixes base salary, annual cash incentives, and long-term equity awards tied to TSR and TBV Accretion vs peers. The CHR Committee, composed of independent directors, oversees compensation and will consider the vote’s outcome when setting future pay. Management emphasizes robust governance safeguards (clawback policy, stock ownership guidelines, independent consultant engagement) and alignment with shareholder interests. The advisory nature means the vote is not binding but is used as feedback; a negative vote would prompt the Board to reassess practices and engage with major holders. Given recent strong support (97.3% in 2025) and the Board’s rationale, management recommends a ‘FOR’ vote to affirm their approach.

3. 3

   Approval of the 2026 Employee Stock Purchase Plan (ESPP

   ManagementBoard: FOR

   Approve the Hanmi Financial Corporation 2026 Employee Stock Purchase Plan reserving 500,000 shares to allow eligible employees to purchase stock at up to 85% of the lower of offering or purchase date price, intended to qualify under Section 423.

   More detail

   Management seeks shareholder approval of a new ESPP that would reserve 500,000 shares (about 2% of outstanding shares) for employee purchases via payroll deduction at up to a 15% discount under Section 423. The plan aims to boost employee ownership and retention, particularly among non-executive employees, and to complement existing equity compensation programs. Key plan features include offering periods up to 27 months, purchase price at 85% of the lower of offering or purchase date fair market value, annual $25,000 purchase cap per participant, and customary adjustment and anti-dilution provisions for corporate transactions. Management recommends the plan arguing it enhances recruitment and alignment with shareholders; the Board unanimously endorses the ESPP and will file an S-8 if approved. The proposal poses typical dilution and accounting considerations; sophisticated analysts should weigh the modest size of the reserve, potential share overhang, and employee participation rates against retention benefits.

4. 4

   Ratification of Appointment of Crowe LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Crowe LLP as the company’s independent registered public accounting firm for fiscal 2026.

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When is the Hanmi Financial Corp 2026 annual meeting?

Hanmi Financial Corp (HAFC) holds its 2026 annual shareholder meeting on Wednesday, May 27, 2026.

What is the record date for the Hanmi Financial Corp 2026 meeting?

The record date for the Hanmi Financial Corp 2026 meeting is Wednesday, April 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Hanmi Financial Corp's 2026 meeting?

The board is presenting 11 director nominees at the Hanmi Financial Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Hanmi Financial Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Hanmi Financial Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.