First Mid Bancshares (FMBH) Proxy filing summary

Executive summary

• Annual meeting scheduled for April 30, 2025, to elect directors, approve amendments to the certificate of incorporation, and amend the stock incentive plan.

• Proxy materials and annual reports are available online, with multiple voting options for shareholders.

• The company operates as a diversified financial services provider with subsidiaries in banking, wealth management, insurance, and investments.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class III directors for terms expiring in 2028.

• Proposal 2: Amendment to increase authorized common stock from 30 million to 45 million shares.

• Proposal 3: Amendment to the 2017 Stock Incentive Plan to increase shares by 450,000, extend the plan to 2035, and rename it the 2025 Stock Incentive Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board held 14 meetings in 2024; all directors attended at least 75% of meetings.

• Board leadership combines CEO and Chairman roles, with a lead independent director appointed.

• Nominating & Governance Committee oversees director nominations, board composition, and diversity.

• Board diversity policy emphasizes gender, race, and professional experience; current board includes both male and female directors.

• All directors except the CEO are independent per NASDAQ standards.