Independent Bank Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three directors to three-year terms and one director to a one-year term.

2. 2

   Ratification of the Appointment of Independent Auditors

   ManagementBoard: FOR

   Ratify selection of Crowe LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

3. 3

   Advisory (Non-Binding) Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to endorse, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy materials, including the Compensation Discussion and Analysis and compensation tables. Management conducts this annual say-on-pay vote to obtain shareholder feedback on pay practices and to demonstrate shareholder support for executive compensation arrangements. The Board recommends a vote FOR the proposal and will consider the outcome when setting future compensation, noting that the 2025 advisory vote showed approximately 98.2% support and that the Compensation Committee uses consultant benchmarking and performance metrics tied to EPS, efficiency ratio, asset quality and deposit growth. Because the vote is advisory it will not be binding; however, a strong negative vote could prompt the Board and Compensation Committee to revisit compensation policies. The proposal’s context includes the company’s use of long-term incentive plans, performance-unit awards tied to TSR and ROAA relative to a peer group, clawback policies, and change-in-control severance arrangements. The Board frames the program as competitive and aligned with shareholder interests, citing prior shareholder support and the Committee’s review of compensation programs with an external consultant.

4. 4

   Advisory (Non-Binding) Vote on the Frequency of a Shareholder Advisory Vote on Executive Compensation (Say-on-Frequency

   ManagementBoard: FOR

   An advisory vote for shareholders to choose whether the say-on-pay vote should occur every one, two, or three years. The Board recommends one year.

   More detail

   This advisory proposal asks shareholders to indicate their preferred frequency (1, 2, or 3 years) for submitting the non-binding say-on-pay vote. The Board supports annual votes (one year) to allow shareholders to regularly express views on executive compensation and for the Compensation Committee to consider shareholder feedback in future pay decisions. While advisory and non-binding, the result guides the Board’s decision; company policy ensures the vote on frequency occurs at least once every six years. The context includes the company’s expressed commitment to annual shareholder engagement on pay and the Compensation Committee's reliance on shareholder input and consultant benchmarking in setting compensation.

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When is the Independent Bank Corp 2026 annual meeting?

Independent Bank Corp (IBCP) holds its 2026 annual shareholder meeting on Tuesday, April 21, 2026.

What is the record date for the Independent Bank Corp 2026 meeting?

The record date for the Independent Bank Corp 2026 meeting is Friday, February 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Independent Bank Corp's 2026 meeting?

The board is presenting 4 director nominees at the Independent Bank Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Independent Bank Corp 2026 meeting?

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