Cathay General Bancorp (CATY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 12, 2025, in a virtual format, with voting on four key proposals including director elections, incentive plan approval, executive compensation, and auditor ratification.

• Record date for voting is March 20, 2025; a majority of outstanding shares is required for quorum.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Four Class II directors are nominated for election to serve until 2028.

• Proposal to approve the amended and restated 2005 Incentive Plan, extending its term by 10 years and increasing available shares to 3,000,000.

• Advisory (non-binding) vote on executive compensation is included.

• Ratification of KPMG LLP as independent registered public accounting firm for 2025.

• Shareholder proposals for the 2026 meeting must be submitted by December 11, 2025.

Board of directors and corporate governance

• Board size will decrease from 14 to 12 directors after the meeting.

• Board is composed of three classes with staggered three-year terms.

• Eight of twelve directors expected to be independent post-meeting; more than one-third of seats held by women and 10 members of minority descent.

• Board committees include Audit, Compensation, Investment, Nomination and Governance, and Risk, all with written charters.

• Lead Independent Director role is held by Nelson Chung.