Investar (ISTR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for May 20, 2026, with shareholders voting on director elections, auditor ratification, executive compensation, frequency of say-on-pay votes, and an amended long-term incentive plan.

• Shareholders of record as of March 23, 2026, are eligible to vote, with materials available online and multiple voting methods provided.

• The board recommends voting for all proposals, emphasizing alignment with shareholder interests and corporate governance best practices.

Voting matters and shareholder proposals

• Election of 13 directors for one-year terms, all current board members and nominees.

• Ratification of BDO USA, P.C. as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Approval of the Second Amended and Restated 2017 Long-Term Incentive Compensation Plan, increasing authorized shares and extending the plan's term.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are detailed, with advance notice and eligibility requirements.

Board of directors and corporate governance

• Board consists of 13 directors, with 12 deemed independent under Nasdaq rules.

• Recent appointments followed an acquisition, and the board reflects diverse expertise in finance, healthcare, real estate, and community leadership.

• Separate Chairman and CEO roles, robust codes of conduct and ethics, and no shareholder rights plan.

• Committees include audit, compliance, compensation, and nominating/governance, all chaired by independent directors.

• Stock ownership guidelines and clawback policies are in place for directors and executives.