Old National Bancorp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 12 director nominees to the Board for one-year terms until the 2027 annual meeting.

2. 2

   Approval of a non-binding advisory proposal on the compensation of our named executive officers

   ManagementBoard: FOR

   Non-binding advisory (say-on-pay) vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.

3. 3

   Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

4. 4

   Approval of the Company’s 2026 Equity Compensation Plan

   ManagementBoard: FOR

   Approve and adopt the Old National Bancorp 2026 Equity Compensation Plan, which would replace the 2008 Equity Plan and authorize up to nine million additional shares plus available shares from the prior plan.

   More detail

   The proposal asks shareholders to approve the Old National Bancorp 2026 Equity Compensation Plan that would replace the 2008 Plan and increase available shares by 9,000,000 shares (yielding ~11.57 million total available including existing available shares). Management seeks approval to ensure sufficient share authorization to continue granting equity awards to employees and non-employee directors for approximately five years given company growth and the Bremer partnership. Key plan features: aggregate share limit and anti-recycling provisions (no add-back for shares used to pay tax withholding or option exercise), a one-year minimum vesting requirement with limited exceptions (e.g., director awards, up to 5% of plan), broad award types (restricted stock, RSUs, performance shares, options, SARs), double-trigger change-in-control treatment, limits on director awards ($500,000 per year), prohibition on repricing without shareholder approval, and compliance intent with Section 409A. Management frames the plan as aligning employee/director incentives with shareholder interests, supporting retention and recruitment, and containing governance features to limit dilution (run rate and overhang data show ~3.8% fully diluted overhang). The Board recommends a FOR vote, emphasizing pay-for-performance alignment, market competitiveness, and retention/attraction rationale. The Compensation Committee and independent consultant supported the plan design. If approved the plan becomes effective at the Annual Meeting and outstanding awards under the prior 2008 Plan remain in effect. The plan also removes obsolete 162(m) language and the short-term incentive appendix, and includes customary adjustments for corporate events. The Board’s recommendation is that benefits to shareholders from continued equity-based compensation outweigh potential dilution and that failing to approve would constrain the company’s ability to issue equity awards in ordinary course.

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When is the Old National Bancorp 2026 annual meeting?

Old National Bancorp (ONB) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Old National Bancorp 2026 meeting?

The record date for the Old National Bancorp 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Old National Bancorp's 2026 meeting?

The board is presenting 12 director nominees at the Old National Bancorp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Old National Bancorp 2026 meeting?

Shareholders will vote on 4 proposals at the Old National Bancorp 2026 meeting, each tagged with who proposed it and the board's recommendation.