BankFinancial (BFIN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 21, 2025, with key votes 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 electing two directors, ratifying RSM US LLP as auditor, an advisory 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 Board supports the charter amendment, which would declassify the Board by 2028 and allow annual director elections.

Board of directors and corporate governance

• The Board will have seven members, with two up for election for terms expiring in 2028.

• Recent governance changes include a director resignation policy and enhanced shareholder rights to amend bylaws.

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

• The Board has Executive, Audit, Corporate Governance and Nominating, Human Resources, and Community & Environmental Committees.

• The Board conducted significant shareholder outreach regarding governance amendments.