Central Bancompany (CBC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 4, 2026, both in-person and virtually, with shareholders of record as of March 23, 2026, eligible to vote.

• Key proposals include election of four Class I Directors, ratification of KPMG LLP as auditor, and adoption of a new Employee Stock Purchase Plan (ESPP).

• Proxy materials and annual report are available online, and shareholders can vote by mail, internet, in person, or virtually.

Voting matters and shareholder proposals

• Four Class I Directors are nominated for three-year terms expiring at the 2029 Annual Meeting.

• Ratification of KPMG LLP as independent registered public accounting firm for 2026 is proposed.

• Approval sought for the 2026 ESPP, reserving 1,200,000 shares for eligible employees to purchase at a discount.

• Shareholder proposals for the 2027 Annual Meeting must be submitted by November 25, 2026.

Board of directors and corporate governance

• Board consists of 11 directors divided into three classes, with a majority deemed independent under Nasdaq rules.

• Lead Independent Director presides over executive sessions; board met eight times in 2025.

• Five standing committees: Audit, Compensation, Nominating & Governance, Risk, and Executive.

• Controlled company exemptions allow some committees to include non-independent directors.