Associated Banc-Corp (ASB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for April 28, 2026, will be held virtually for shareholder participation and voting.

• Key items include election of directors, advisory vote on executive compensation, and ratification of KPMG LLP as auditor.

• Supplement adds Proposal 4 for election of Wende Kotouc as a director following a merger with American National Corporation.

Voting matters and shareholder proposals

• Shareholders will vote on election of 10 directors, advisory approval of executive compensation, ratification of KPMG LLP, and election of Ms. Kotouc as a director.

• Ms. Kotouc's nomination is a result of the merger and Board expansion from 13 to 14 members.

• Board recommends voting "FOR" all nominees and proposals.

• Voting can be done online, by phone, or during the virtual meeting; amended proxy card includes Ms. Kotouc.

Board of directors and corporate governance

• Board increased to 14 members, with Ms. Kotouc appointed to fill the new vacancy.

• Ms. Kotouc brings extensive banking, regulatory, and senior management experience.

• Nine out of 11 director nominees are independent; Ms. Kotouc is not independent due to severance and consulting arrangements.

• Directors serve on boards of two operating subsidiaries.

• Corporate Governance Guidelines require directors in uncontested elections with more "withheld" than "for" votes to tender resignation.