Mercantile Bank (MBWM) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 22, 2025, with shareholders voting on director elections, a new employee stock purchase plan (ESPP), auditor ratification, executive compensation, and the frequency of say-on-pay votes.

• Shareholders of record as of March 28, 2025, are eligible to vote, with voting available online, by phone, or by mail.

• The Board recommends voting for all proposals and for an annual say-on-pay vote.

Voting matters and shareholder proposals

• Election of eleven directors for one-year terms.

• Approval of a new ESPP with a 5% discount to enhance employee ownership.

• Ratification of Plante & Moran, PLLC as independent auditor for 2025.

• Advisory votes on executive compensation and on the frequency of such votes, with the Board recommending annual frequency.

• Shareholder proposals for the 2026 meeting must be received by December 5, 2025.

Board of directors and corporate governance

• 90% of directors are independent; Chairman and CEO roles are separated.

• Board diversity: 36% gender and 36% racial/ethnic diversity; over 50% of directors possess diversity characteristics.

• All directors attended at least 78% of meetings in 2024.

• Board committees (Audit, Compensation, Governance/Nominating) are composed entirely of independent directors.

• Annual board and committee evaluations and succession planning are conducted.