International Bancshares (IBOC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 18, 2026, to elect eight directors, ratify the independent auditor, and hold a non-binding advisory vote on executive compensation.

• Shareholders of record as of April 1, 2026, are entitled to vote; 62,179,994 shares outstanding.

• Proxy materials are available online and by mail; quorum requires a majority of shares present in person or by proxy.

Voting matters and shareholder proposals

• Proposals include election of directors, ratification of RSM US LLP as auditor, and a say-on-pay advisory vote.

• Shareholder proposals for the 2027 meeting must be received by December 21, 2026, for proxy inclusion.

• Shareholders may nominate directors or bring business before meetings per by-law procedures.

Board of directors and corporate governance

• Eight director nominees, most with extensive business, financial, and community experience.

• Six of eight directors are independent under Nasdaq rules; board committees are composed of independent directors.

• Board leadership combines Chairman and CEO roles; succession planning emphasizes internal growth.

• Board committees include Audit, Compensation, Nominating, Risk, and others.

• Code of Ethics applies to all directors, officers, and employees.