FB Financial (FBK) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2026, at the company’s headquarters in Nashville, TN, with proxy materials made available online to reduce costs and environmental impact.

• Shareholders of record as of March 2026 are entitled to vote on six key proposals, including director elections, incentive plan approvals, compensation, charter amendments, and auditor ratification.

• Voting can be conducted online, by mail, or in person, with detailed instructions provided in the proxy materials.

Voting matters and shareholder proposals

• Election of 13 directors to serve until the 2027 annual meeting.

• Approval of the 2026 Incentive Plan and an amendment to the Employee Stock Purchase Plan.

• Advisory vote on executive compensation (“Say-on-Pay”).

• Approval of charter amendments to eliminate supermajority voting requirements.

• Ratification of Crowe LLP as independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by December 8, 2026.

Board of directors and corporate governance

• The board consists of 13 members with diverse backgrounds in finance, healthcare, education, and business.

• Board leadership is separated between an independent Chair and the CEO.

• 83% of directors have served nine years or less; director independence and refreshment are emphasized.

• Four standing board committees: Audit, Compensation, Nominating and Corporate Governance, and Risk.

• Shareholders may nominate directors following specific bylaw procedures.