FB Financial (FBK) Proxy filing summary

Executive summary

• Annual shareholder meeting scheduled for May 21, 2026, at 1:00 p.m. Central Time in Nashville, Tennessee.

• Proxy materials, including the definitive proxy statement and annual report, are available online for review and voting.

• Shareholders can vote electronically until 11:00 p.m. Central Time on May 20, 2026.

Voting matters and shareholder proposals

• Election of 13 directors to serve until the 2027 annual meeting.

• Approval of the 2026 Incentive Plan and amendment to the Employee Stock Purchase Plan.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amendments to eliminate supermajority voting standards in the charter.

• Ratification of Crowe LLP as independent auditor for fiscal year ending December 31, 2026.

Board of directors and corporate governance

• Board recommends voting FOR all director nominees and all proposals listed.

• Director nominees include J. Jonathan Ayers, William F. Carpenter III, Agenia W. Clark, and others.