Glacier Bancorp (GBCI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 30, 2025, with shareholders voting on director elections, a new stock incentive plan, executive compensation, and auditor ratification.

• Shareholders of record as of February 26, 2025, are eligible to vote, with 113,493,721 shares outstanding.

• Major institutional shareholders include BlackRock (12.5%), Vanguard (10.9%), and State Street (5.0%).

Voting matters and shareholder proposals

• Proposals include electing ten directors, approving the 2025 Stock Incentive Plan, an advisory vote on executive compensation, and ratifying Forvis Mazars, LLP as auditor.

• Shareholders can submit proposals and director nominations for the 2026 meeting by November 14, 2025.

Board of directors and corporate governance

• The board consists of ten directors, with a majority being independent; the roles of Chair and CEO are separated.

• The board has adopted comprehensive governance policies, including codes of ethics, clawback, anti-hedging, and stock ownership guidelines.

• Annual board and committee self-evaluations are conducted, and diversity in skills and backgrounds is emphasized.