Equity Bancshares (EQBK) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 22, 2025, to vote on key governance and compensation matters, including board declassification, director elections, executive compensation, and auditor ratification.

• The board recommends approval of all proposals, including phasing out the classified board structure and electing four directors for either one- or three-year terms depending on the amendment's outcome.

• Shareholders can vote via internet or mail, and a quorum requires at least half of outstanding shares represented.

Voting matters and shareholder proposals

• Proposals include: (1) amending articles to phase out the classified board, (2) electing four Class I directors, (3) advisory say-on-pay vote, and (4) ratifying Crowe LLP as auditor.

• Approval of the amendment requires a two-thirds majority; director elections and other proposals require a simple majority.

• Shareholders have no appraisal rights for these matters.

• Stockholder proposals for the 2026 meeting must be submitted by November 13, 2025.

Board of directors and corporate governance

• The board is transitioning from a classified to a declassified structure, with all directors to be elected annually by 2027.

• Board committees include Audit, Compensation, Risk, and Corporate Governance/Nominating, all with independent directors.

• Director nominees and continuing directors bring diverse expertise in law, finance, operations, and community engagement.

• Board and committee meetings had high attendance, and all directors are encouraged to attend annual meetings.

• The company maintains a Code of Business Conduct and Ethics and robust insider trading policies.