Old National Bancorp (ONB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 13, 2026, to be held virtually, with shareholders of record as of March 20, 2026, eligible to vote on key proposals.

• Key proposals include election of 12 directors, advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and approval of the 2026 Equity Compensation Plan.

• Company reported record financial performance in 2025, including adjusted EPS of $2.21, adjusted net income of $809 million, and 3-year TSR of 39.4%.

• Completed partnership with Bremer Bank in 2025, expanding presence in Minnesota, North Dakota, and Wisconsin.

Voting matters and shareholder proposals

• Shareholders will vote on four main items: election of directors, say-on-pay advisory vote, auditor ratification, and the new equity compensation plan.

• Board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted by specified deadlines.

Board of directors and corporate governance

• Board consists of 12 nominees, with 92% independence and diverse backgrounds in finance, technology, and community engagement.

• Four directors retiring at the 2026 meeting, reducing board size from 16 to 12.

• Board committees include Audit, Enterprise Risk, Executive, Nominating and Corporate Governance, and Talent Development and Compensation.

• Lead Independent Director role established; annual board and committee self-assessments and director education programs in place.

• Succession planning for CEO and senior management is a structured, ongoing process.