Old Second Bancorp (OSBC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 19, 2026, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Proxy materials and annual report for 2025 are available online; shareholders of record as of March 20, 2026, are eligible to vote.

• Board recommends voting FOR all proposals, including director nominees, say-on-pay, and auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class I directors, a non-binding advisory vote on executive compensation, and ratification of Plante & Moran, PLLC as independent auditor for 2026.

• Majority vote required for all proposals; broker non-votes do not affect outcomes except for auditor ratification.

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

Board of directors and corporate governance

• Board consists of twelve directors in three staggered classes; all but three are independent under NASDAQ rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Information Technology Steering, Loan, and Risk and Insurance Committees.

• Board skills matrix highlights expertise in finance, risk, management, legal/regulatory, technology, and marketing.

• Directors are subject to a mandatory retirement policy at age 73 and must comply with stock ownership guidelines.

• Lead Independent Director role established to enhance governance and oversight.