BankFinancial (BFIN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 21, 2025, with voting on director elections, auditor ratification, executive compensation, a charter amendment, and a shareholder proposal.

• The Board recommends voting for the director nominees, auditor ratification, executive compensation, and the charter amendment, but against the shareholder proposal.

• Proxy materials and the 2024 Annual Report are available online, and shareholders can vote by mail, phone, or internet.

Voting matters and shareholder proposals

• Shareholders will vote on two director nominees, ratification of RSM US LLP as auditor, a non-binding say-on-pay resolution, a charter amendment to allow shareholders to amend bylaws, and a shareholder proposal to sell the company.

• The Board opposes the shareholder proposal to sell the company, citing ongoing strategic reviews and strong recent shareholder returns.

• The charter amendment would declassify the board by 2028 and allow annual director elections.

Board of directors and corporate governance

• The board consists of seven members, with two up for election in 2025; three new directors have joined in the past two years.

• The board is majority independent, with only the CEO not considered independent.

• Committees include Executive, Audit, Corporate Governance and Nominating, Human Resources, and Community & Environmental.

• The board has adopted a director resignation policy for those not receiving a majority vote.

• Stockholder engagement led to broad support for governance amendments.