SmartFinancial (SMBK) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to vote on director elections, auditor ratification, and executive compensation approval.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

• Shareholders of record as of March 24, 2026, are eligible to vote; 17,098,473 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing 10 directors for one-year terms, ratifying Elliott Davis, PLLC as auditor, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• No shareholder director nominations were received for this meeting.

• Shareholder proposals for the 2027 meeting must be received by December 8, 2026.

Board of directors and corporate governance

• Board consists of 10 members, with a majority deemed independent under NYSE and SEC rules.

• Four standing committees: Audit, Nominating, Corporate Governance, and Human Resources and Compensation; all committee members are independent.

• Board leadership includes a Chairman, Vice Chairman, CEO, and a Lead Independent Director.

• Board and committees conduct annual self-evaluations and hold executive sessions without management.

• Board held ten meetings in 2025, with over 97% aggregate director attendance.