First Merchants (FRME) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 19, 2026, will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders of record as of March 23, 2026, are entitled to vote on key proposals, including director elections, executive compensation, and auditor ratification.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with options for paper copies upon request.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors for one-year terms, approve executive compensation on an advisory basis, and ratify the appointment of Forvis Mazars, LLP as independent auditor for 2026.

• Shareholders may submit proposals for the 2027 meeting by December 4, 2026, and nominate directors following specific advance notice provisions.

• Recent governance changes include shareholder-approved measures for bylaw amendments, phased board declassification, and majority voting in uncontested elections.

Board of directors and corporate governance

• The board is transitioning to annual elections for all directors, with nine nominees for 2026 and a phased declassification process underway.

• Board leadership is separated between an independent chair and the CEO, enhancing oversight and reducing conflicts of interest.

• Directors possess diverse backgrounds in finance, law, technology, academia, and public service, with a formal diversity policy in place.

• All non-employee directors are independent except for the CEO, former CEO, and a recent acquisition's CEO.

• Directors are encouraged to attend annual meetings and all did so in 2025.