Hoyne Bancorp (HYNE) Proxy filing summary

Executive summary

• Special stockholder meeting scheduled for Dec. 10, 2026; record date Oct. 23, 2026. Board unanimously recommends FOR both proposals.

• Proposed 2026 Equity Plan is intended to attract, retain and reward eligible employees and directors and align their interests with stockholders through equity ownership.

Voting matters and shareholder proposals

• Proposal I seeks approval of 1,133,571 shares under the Plan: 809,693 for options and 323,878 for restricted stock; the reserve equals 14% of shares issued in the 2025 conversion offering.

• Proposal II would authorize one or more adjournments to solicit additional proxies if needed for a quorum or Plan approval; approval of either proposal requires a majority of votes cast.

• Quorum requires a majority of outstanding shares; 8,096,938 shares were outstanding on the record date, with one vote per share. Abstentions and broker non-votes do not count as votes cast on either proposal.

• Internet and mail voting are available; stockholders may revoke a proxy before the vote, and ESOP participants may direct the trustee on allocated shares.

Board of directors and corporate governance

• Board and Compensation Committee unanimously approved the Plan; either the Board or Compensation Committee will administer awards and set recipients, award types, share amounts and terms.

• Eligible participants include employees and non-employee directors; approximately 63 employees and eight non-employee directors were eligible as of Sept. 30, 2026.

• No awards have been made; the Compensation Committee intends to grant awards to directors and senior executives and plans to determine specific terms and allocations after stockholder approval.