International Bancshares Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors to serve until the next annual meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of Appointment of Independent Auditor

   ManagementBoard: FOR

   Ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.

3. 3

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

   ManagementBoard: FOR

   Consider and approve a non-binding advisory resolution 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 compensation of the Company’s named executive officers as disclosed in the proxy statement (the ‘say-on-pay’ vote). Management is seeking shareholder approval to confirm support for its executive compensation philosophy and practices, which it describes as designed to attract and retain leadership, align pay with long-term shareholder value, and balance incentives with risk management. The vote is advisory and does not bind the Board, but the Compensation Committee will consider the result when making future pay decisions. The Company discloses that significant elements include base salary, discretionary bonuses, non-equity incentive plan compensation under the MIP, and SARs, with the MIP having specific performance targets for the CEO. Management recommends a vote FOR, arguing that its compensation program appropriately rewards performance and that prior say-on-pay votes were approved by shareholders. The key context includes recurring large MIP payments to the CEO, use of subjective discretionary bonuses, and the Board’s view that pay decisions are consistent with long-term shareholder interests; investors evaluating this proposal should weigh the advisory nature of the vote, the Company’s disclosure of incentive structures and clawback policy, and the potential governance concern of the dual Chairman/CEO role held by Dennis E. Nixon.

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When is the International Bancshares Corp 2026 annual meeting?

International Bancshares Corp (IBOC) holds its 2026 annual shareholder meeting on Monday, May 18, 2026.

What is the record date for the International Bancshares Corp 2026 meeting?

The record date for the International Bancshares 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 International Bancshares Corp's 2026 meeting?

The board is presenting 8 director nominees at the International Bancshares Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the International Bancshares Corp 2026 meeting?

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