QCR (QCRH) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to be held virtually, allowing electronic voting and Q&A for shareholders.

• Shareholders will vote on electing four Class III directors, a non-binding say-on-pay proposal, and ratification of the external auditor.

• Board recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Proposals include election of four Class III directors for terms expiring in 2029, advisory approval of executive compensation, and ratification of RSM US LLP as independent auditor for 2026.

• Shareholders may submit additional business or proposals per bylaw procedures.

• Voting can be done online, by phone, mail, or during the virtual meeting; brokers cannot vote on non-routine matters without instructions.

Board of directors and corporate governance

• Board consists of 11 directors, with 10 considered independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nomination & Governance, Risk Oversight, and Executive Committees.

• Board diversity: 45% women and minorities; leadership roles held by women and minority directors.

• Chair and CEO roles are separated; independent directors meet regularly without management.

• Code of Business Conduct and Ethics applies to all directors and employees, with annual training.