National Bank (NBHC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 7, 2026, with shareholders voting on four key proposals, including director elections, auditor ratification, executive compensation (say-on-pay), and an amended Omnibus Incentive Plan.

• Shareholders of record as of March 24, 2026, are eligible to vote; multiple voting methods are available, including internet, phone, mail, and in-person.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposal 1: Election of ten directors for a one-year term.

• Proposal 2: Ratification of KPMG LLP as independent auditor for 2026.

• Proposal 3: Advisory, non-binding vote on executive compensation.

• Proposal 4: Approval of the amended and restated 2023 Omnibus Incentive Plan, increasing authorized shares and updating governance provisions.

• Shareholders may submit proposals or director nominations for the 2027 meeting, following specific bylaw procedures.

Board of directors and corporate governance

• Board consists of ten members, with a mix of long-tenured and recently added directors to ensure diverse skills and perspectives.

• All directors except the CEO are independent under NYSE standards.

• Board committees include Audit & Risk, Compensation, and Nominating & Governance, each with defined charters and responsibilities.

• Board leadership structure combines CEO/Chairman and an independent Lead Director.

• Succession planning and board refreshment are ongoing priorities.