First Busey (BUSE) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 20, 2026, with voting and Q&A available online for shareholders holding a valid control number.

• Shareholders will vote on the election of 12 directors, a say-on-pay proposal, approval of the Second Amended 2020 Equity Incentive Plan, and ratification of RSM US LLP as auditor.

• The company completed a major merger with CrossFirst Bankshares, resulting in board and executive changes, and expanded its footprint to 10 states with $18.1 billion in assets.

• Financial highlights for 2025 include net income of $135.3 million, adjusted net income of $225 million, and improved profitability and capital ratios.

Voting matters and shareholder proposals

• Shareholders will elect 12 directors for one-year terms, approve executive compensation (say-on-pay), approve the Second Amended 2020 Equity Incentive Plan, and ratify RSM US LLP as auditor.

• The Second Amended Plan increases authorized shares for equity awards by 2.1 million and maintains governance best practices.

• Shareholder proposals and nominations for the 2027 meeting must follow specific advance notice and SEC rules.

Board of directors and corporate governance

• The board consists of 12 directors, with a mix of legacy Busey and CrossFirst members, all but one deemed independent.

• Committees include Audit, Compensation, Nominating, and Enterprise Risk, all composed of independent directors.

• The board has a lead independent director and follows robust governance guidelines, including annual reviews and director stock ownership requirements.