Independent
Tenure on this board
11.4 yrs
14 nominees · 4 ballot items.
Election of 14 directors; advisory (non-binding) vote on executive compensation (say-on-pay); ratification of KPMG LLP as independent auditor for 2026; approval of the Amended and Restated Omnibus Incentive Compensation Plan (increase share reserve and remove plan termination date).
Election of 14 nominees to the Board of Directors for one-year terms ending at the 2027 annual meeting.
Non-binding advisory vote to approve compensation paid to the Named Executive Officers as disclosed in the CD&A and compensation tables.
The proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the company’s Named Executive Officers (NEOs) as detailed in the Compensation Discussion & Analysis and the compensation tables. Management seeks this advisory vote to confirm shareholder support for its executive pay program and to demonstrate alignment between pay and performance. The Compensation Committee highlights features designed to align executive and shareholder interests, including a high proportion of pay “at risk,” multi-year performance-based awards, stock ownership guidelines, clawback policy, independent consultant involvement, and peer-group benchmarking. The Committee also notes recent actions (e.g., increased LTIP awards, STIP design, additional one-time award to CEO to target market competitive positioning) and decisions to amend performance units following the HTLF acquisition to ensure fairness. The Board recommends a “FOR” vote, arguing the programs promote retention, align incentives with long-term shareholder value, and are supported by strong shareholder approval in prior say-on-pay votes.
Ratify the Corporate Audit Committee’s selection of KPMG LLP as UMB’s independent registered public accounting firm for fiscal year 2026.
Approve amendments increasing the share reserve by 3,000,000 shares (total 4,232,743) including HTLF plan shares, and remove the plan termination date of April 24, 2028; other plan governance features remain unchanged.
The proposal requests shareholder approval of an amendment to the company’s equity incentive plan to add 3 million shares to the pool (resulting in a total of 4,232,743 shares, inclusive of HTLF plan balances) and to remove an existing plan termination date, effectively extending the plan’s life. Management frames the request as necessary to maintain the company’s ability to grant equity awards used for retention, recruitment, and alignment of employee interests with shareholders. The proposal includes shareholder-protective features such as a fungible share pool (with full-value awards counting as 2.86 shares), a prohibition on liberal share recycling, no evergreen automatic increases, limits on non-employee director awards, minimum vesting (12 months) with a 5% carve-out for short-term or special grants, and a double-trigger change-in-control acceleration structure. The board notes potential dilution (estimated overhang ~6.10%) and provides historical burn rate metrics. It argues that without approval, the company’s ability to grant equity awards would be constrained, possibly impairing talent retention and recruitment. The committee’s recommendation is FOR, emphasizing balanced governance features and a conservative request for additional shares.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.40% | 5,620,648 | $634M |
| 2 | UMB Bank, n.a. | 6.22% | 4,723,573 | $533M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.44% | 4,136,220 | $467M |
| 4 | STATE STREET CORP | 5.24% | 3,981,601 | $451M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.08% | 3,101,293 | $350M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.59% | 2,729,732 | $308M |
| 7 | BlackRock, Inc. | 3.28% | 2,489,824 | $281M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 3.25% | 2,466,538 | $278M |
| 9 | FMR LLC | 2.39% | 1,814,655 | $205M |
| 10 | Neuberger Berman Group LLC | 2.24% | 1,699,639 | $192M |
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