ArrowMark Financial (BANX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 15, 2026, and will be held virtually via webcast, with voting instructions provided to all shareholders of record as of April 22, 2026.

• The main purpose is to elect two Class I Directors for terms expiring at the 2029 annual meeting, with no other business currently anticipated.

• Proxy materials, including the annual report and audited financials for 2025, are available online and by request.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the election of two Class I Directors: Karen L. Reidy (Interested Director) and Emil W. Henry, Jr. (Independent Director).

• Directors are elected by plurality; nominees are unopposed and require only one vote if a quorum is present.

• Shareholder proposals for the 2027 meeting must be received by January 7, 2027, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board is divided into three classes, with staggered three-year terms; currently, there are four directors, two of whom are independent.

• The Nominating and Governance Committee, composed solely of independent directors, oversees director nominations, governance, and related-party transactions.

• Board leadership structure includes an interested Chairman and a lead Independent Director.

• The Board evaluates its performance annually and considers diversity, independence, and experience in director selection.