Horizon Bancorp (HBNC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 1, 2025, with shareholders able to vote online or by proxy on key proposals.

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

• Proxy materials are provided online to reduce costs and environmental impact, with options for electronic or paper delivery.

• The record date for voting is February 28, 2025, with 44,012,566 shares outstanding.

Voting matters and shareholder proposals

• Proposals include electing three directors for three-year terms, a non-binding advisory vote on executive compensation, and ratification of Forvis Mazars, LLP as independent auditor.

• Shareholders may submit additional proposals or director nominations for future meetings, subject to advance notice and bylaw requirements.

• The Board recommends voting FOR all nominees and proposals.

Board of directors and corporate governance

• The Board consists of 11 members, with a mix of business, legal, academic, and financial expertise.

• Nine of eleven directors are independent; the CEO and outgoing Chairman are not independent.

• Board leadership will transition to an independent Chairman after the 2025 meeting.

• Committees include Audit, Compensation, Corporate Governance and Nominating, and Cyber Security, all with independent members.

• Directors are subject to stock ownership guidelines and anti-hedging/pledging policies.