MetroCity Bankshares (MCBS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2026, at the main office in Doraville, Georgia, with shareholders of record as of April 10, 2026, eligible to vote in person or by proxy.

• Shareholders will vote on electing four Class II directors for three-year terms, one new Class I director for a two-year term, and ratifying Crowe LLP as the independent auditor for 2026.

• The board unanimously recommends voting in favor of all director nominees and the auditor ratification.

• Proxy materials, including the annual report, are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposal 1: Elect four Class II directors (terms expiring 2029) and one Class I director (term expiring 2028).

• Proposal 2: Ratify Crowe LLP as independent registered public accounting firm for 2026.

• No other business is anticipated, but proxies may vote on any properly presented matters.

• Shareholder proposals for the 2027 meeting must be received by December 21, 2026, to be included in proxy materials.

Board of directors and corporate governance

• The board consists of 12 members divided into three classes, with staggered three-year terms.

• Director qualifications emphasize ethics, experience, diversity, and independence; a majority are independent per Nasdaq and SEC rules.

• Board leadership includes a combined Chairman/CEO role, a Lead Independent Director, and regular executive sessions for non-management directors.

• Committees include Audit and Compliance, Compensation, and Nominating and Governance, all with independent chairs.

• The board and committees conduct semi-annual self-evaluations and require annual training on governance, compliance, and risk.