Midwestone Financial Group (MOFG) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 22, 2025, to elect four Class III directors, approve executive compensation on a non-binding basis, and ratify the appointment of RSM US LLP as independent auditor for 2025.

• Proxy materials are provided electronically to reduce costs, with paper copies available upon request.

• Shareholders of record as of March 3, 2025, are entitled to vote; quorum requires a majority of outstanding shares.

• 2024 business highlights include 5% commercial loan growth, increased core deposits, improved asset quality, expansion in Colorado, and a $118.6 million capital raise.

Voting matters and shareholder proposals

• Proposals include electing four directors, a say-on-pay advisory vote, and ratification of the external auditor.

• Shareholders may submit director nominations and other proposals following specific advance notice and disclosure requirements.

• No shareholder nominations for directors were received for this meeting.

Board of directors and corporate governance

• Board divided into three classes; four Class III nominees for terms expiring 2028, including one new nominee replacing a retiring chair.

• Board leadership will transition to Tracy S. McCormick as Chair following the meeting.

• Majority of directors are independent under Nasdaq rules; all committees are composed of independent directors.

• Board held seven meetings in 2024, with high attendance.

• Board diversity and qualifications are emphasized, with a task force supporting increased diversity.