Horizon Bancorp (HBNC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 7, 2026, with shareholders able to vote online, by phone, mail, or during the meeting.

• Shareholders will vote on the election of four directors, an advisory say-on-pay vote, and ratification of the independent auditor.

• Proxy materials and the annual report are available online, with electronic delivery encouraged for cost and environmental benefits.

Voting matters and shareholder proposals

• Shareholders will elect four directors for three-year terms, approve executive compensation in a non-binding vote, and ratify Forvis Mazars, LLP as the independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by November 20, 2026.

• The Board recommends voting FOR all director nominees and FOR proposals 2 and 3.

Board of directors and corporate governance

• The Board consists of 12 members, with 11 qualifying as independent under SEC and NASDAQ standards.

• Committees include Audit, Compensation, Corporate Governance and Nominating, and Cyber Security, all chaired by independent directors.

• Board leadership is separated, with an independent Chairman and CEO roles held by different individuals.

• Directors are selected based on business acumen, regulatory knowledge, and diversity of skills and backgrounds.

• Stock ownership guidelines require directors to hold shares equal to three times their annual retainer.