Independent
Tenure on this board
4.3 yrs
12 nominees · 4 ballot items.
Election of 12 directors; advisory vote to approve named executive officer compensation (say-on-pay); ratification of Deloitte & Touche LLP as independent auditor for 2026; approval of the Company’s 2026 Equity Compensation Plan; and other business that may properly come before the meeting.
Elect 12 director nominees to the Board for one-year terms until the 2027 annual meeting.
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.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | OLD NATIONAL BANCORP /IN/ | 11.1% | 42,722,736 | $944M |
| 2 | BlackRock, Inc. | 6.8% | 26,161,817 | $578M |
| 3 | FMR LLC | 6.5% | 25,019,433 | $553M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 18,200,284 | $402M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.4% | 17,095,886 | $378M |
| 6 | STATE STREET CORP | 4.1% | 15,749,416 | $348M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 15,676,107 | $346M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 3.9% | 15,055,918 | $333M |
| 9 | BlackRock, Inc. | 3.2% | 12,345,131 | $273M |
| 10 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.5% | 9,611,237 | $212M |
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