Old Second Bancorp (OSBC) Proxy filing summary

Voting matters and shareholder proposals

• Election of four Class I director nominees for terms expiring in 2029 is up for vote, with all nominees recommended by the board.

• Advisory vote on executive compensation for named executive officers is included.

• Ratification of Plante & Moran, PLLC as independent auditors for the fiscal year ending December 31, 2026 is proposed.

• Additional business may be addressed if properly brought before the meeting.

Board of directors and corporate governance

• Four director nominees are presented for election to serve three-year terms, expiring in 2029.

Executive compensation and say-on-pay

• Advisory vote on the compensation of named executive officers is scheduled, allowing shareholders to express approval or disapproval.