Midland States Bancorp (MSBI) Proxy Filing summary

Voting matters and shareholder proposals

• Election of three Class III director nominees for terms expiring at the 2028 annual meeting.

• Advisory vote on executive compensation (say-on-pay proposal).

• Advisory vote on the frequency of future say-on-pay proposals (say-on-frequency proposal).

• Ratification of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2025.

• Other business may be transacted as properly brought before the meeting.

Board of directors and corporate governance

• Board recommends a vote FOR all director nominees and FOR Proposals 2 and 4, and 1 YEAR on Proposal 3.

• Director nominees are R. Dean Bingham, Jerry L. McDaniel, and Jeffrey M. McDonnell.

Executive compensation and say-on-pay

• Shareholders will vote on a non-binding advisory basis to approve compensation of certain executive officers.

• Shareholders will also vote on the frequency of future say-on-pay proposals.