Financial Institutions (FISI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 28, 2025, with virtual attendance available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by May 27, 2025, or May 22, 2025, for plan shares.

Voting matters and shareholder proposals

• Election of five directors: Martin K. Birmingham, Bruce W. Harting, Angela J. Panzarella, Robert L. Schrader, and Kim E. VanGelder.

• Advisory vote on executive compensation (say-on-pay) is up for approval.

• Proposal to approve the Second Amended and Restated 2015 Long-Term Incentive Plan.

• Ratification of RSM US LLP as independent auditor for fiscal year ending December 31, 2025.

• Other business may be addressed as appropriate during the meeting.

Board of directors and corporate governance

• Board recommends voting in favor of all director nominees and proposals.