German American Bancorp (GABC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 28, 2025, with shareholders voting on director elections, executive compensation, and auditor appointment.

• 2024 saw three major transactions: sale of insurance subsidiary, securities portfolio restructuring, and Heartland BancCorp acquisition.

• Net income for 2024 was $83.8 million, or $2.83 per share, a 3% decrease from 2023, with a 12.2% return on average equity.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Election of four directors to serve until 2028.

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

• Advisory vote on appointment of Crowe LLP as independent auditor for 2025.

• No other business is expected at the meeting.

Board of directors and corporate governance

• Board expanded to 13 members, 11 of whom are independent; 5 are diverse by gender or ethnicity.

• Board divided into three classes with staggered three-year terms.

• Lead independent director role established; board committees consist solely of independent directors.

• Regular executive sessions, stock ownership guidelines, and anti-hedging policies in place.

• Board and committee attendance exceeded 75% for all directors.