Landmark Bancorp (LARK) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, to elect directors, amend the certificate of incorporation, and ratify the external auditor.

• Three Class I directors are nominated for re-election; one incumbent director is retiring.

• Proposal to increase authorized common stock from 7,500,000 to 10,000,000 shares.

• Forvis Mazars, LLP is recommended as the new independent registered public accounting firm for 2026.

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

Voting matters and shareholder proposals

• Proposals include electing three directors, amending the certificate to increase authorized shares, and ratifying Forvis Mazars, LLP as auditor.

• Board recommends voting FOR all proposals.

• No other shareholder proposals or nominations were received for this meeting.

Board of directors and corporate governance

• Board will reduce to ten members after the meeting, with a majority classified as independent under Nasdaq rules.

• Board committees include Audit and Risk, Compensation, and Nominating and Governance, each with independent members.

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

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