Associated Banc-Corp (ASB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 28, 2026, will be held virtually, allowing shareholders to vote and submit questions online, with proxy materials distributed electronically to reduce costs and environmental impact.

• Key proposals include election of 10 directors, advisory approval of executive compensation, and ratification of KPMG LLP as external auditor for 2026.

• Shareholders of record as of March 5, 2026, are eligible to vote, with multiple voting methods available prior to and during the meeting.

Voting matters and shareholder proposals

• Proposals: election of 10 directors, advisory say-on-pay vote, ratification of KPMG LLP as auditor, and other business as may arise.

• Directors are elected by plurality; other proposals require a majority of votes cast.

• Shareholder proposals for the 2027 meeting must be submitted between January 28 and February 12, 2027.

Board of directors and corporate governance

• Board consists of 10 nominees with diverse backgrounds in finance, risk, human resources, and technology.

• Annual board self-assessment conducted, with triennial external review; 2025 assessment led by NACD.

• All directors except the CEO are independent under NYSE rules.

• Board committees include Audit, Compensation and Benefits, Corporate Development, Corporate Governance and Social Responsibility, Enterprise Risk, and Trust.

• Chairman and CEO roles are separated to enhance governance and risk management.