Merchants Bancorp (MBIN) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held on May 21, 2026, to elect 12 directors, hold a say-on-pay vote, and ratify the external auditor for 2026.

• Shareholders of record as of March 20, 2026, are eligible to vote, with each share entitled to one vote per proposal.

• Proxy materials are distributed electronically unless paper copies are requested, and voting can be done online, by phone, mail, or in person.

• The Board recommends voting for all director nominees, for the executive compensation proposal, and for the auditor ratification.

Voting matters and shareholder proposals

• Proposals include election of 12 directors, advisory vote on executive compensation, and ratification of Forvis Mazars, LLP as auditor.

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

• Shareholder proposals for the 2027 meeting must be received by December 11, 2026.

Board of directors and corporate governance

• The Board consists of 12 directors, with 7 nominees qualifying as independent under Nasdaq and SEC rules.

• Chairman and CEO roles are combined; an Independent Lead Director charter is in place to ensure independent oversight.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Risk, all comprised of independent directors.

• Directors are encouraged to attend meetings, and all attended at least 75% of meetings in 2025.