Landmark Bancorp (LARK) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, with key proposals including director elections, an amendment to increase authorized shares, and auditor ratification.

• 2025 saw strong financial performance: net income up 44.4% to $18.8M, EPS up 42.7%, and revenue up 17.4%.

• Board recommends voting in favor of all proposals; proxy materials are available online and by mail.

Voting matters and shareholder proposals

• Three Class I directors nominated for three-year terms; one incumbent director not standing for re-election.

• Proposal to amend the Certificate of Incorporation to increase authorized common stock from 7.5M to 10M shares.

• Proposal to ratify Forvis Mazars, LLP as independent auditor for 2026.

• No other business is expected at the meeting.

Board of directors and corporate governance

• Board will have ten directors post-meeting, majority independent per Nasdaq rules.

• Separate Chairman and CEO roles; lead independent director presides over independent sessions.

• Board committees: Audit and Risk, Compensation, and Nominating and Governance, all with independent members.

• Board diversity: 6 male, 5 female directors; one female director identifies as Native American.