Byline Bancorp (BY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 2, 2026, with voting on key proposals including director elections, executive compensation, incentive plans, and auditor ratification.

• Shareholders of record as of April 8, 2026, are entitled to vote, with one vote per share and no cumulative voting rights.

• The board unanimously recommends voting FOR all proposals, including the election of ten directors, approval of executive compensation, adoption of the 2026 Omnibus Incentive Compensation Plan, amendment to the Employee Stock Purchase Plan, and ratification of Baker Tilly US, LLP as auditor.

Voting matters and shareholder proposals

• Proposals include electing ten directors, advisory approval of executive compensation, adoption of the 2026 Omnibus Incentive Compensation Plan, amendment to the Employee Stock Purchase Plan, and auditor ratification.

• Shareholders may submit proposals for the 2027 annual meeting between February 2 and March 4, 2027, or by December 21, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of ten members, with 70% overall diversity and 30% gender diversity.

• Eight directors are independent under NYSE rules; the board annually reviews independence, including for significant shareholders.

• Directors are elected annually; the board has waived the retirement age for four directors due to their expertise.

• Standing committees include Audit, Compensation, Governance and Nominating, and Risk, each with defined responsibilities and independent membership.

• The board emphasizes proactive shareholder engagement and expects high attendance at meetings.