International Bancshares (IBOC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2025, to elect eight directors, ratify the independent auditor, and hold advisory votes on executive compensation and its frequency.

• Shareholders of record as of April 1, 2025, are entitled to vote; proxy materials are available online and by mail.

• Board recommends voting in favor of all proposals, including annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposals include election of directors, ratification of RSM US LLP as auditor, advisory say-on-pay, and advisory vote on frequency of say-on-pay.

• Shareholders may submit proposals for the 2026 meeting by December 18, 2025, and must comply with universal proxy rules.

• Board recommends annual frequency for say-on-pay votes.

Board of directors and corporate governance

• Board consists of eight nominees, with six classified as independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nominating, Risk, and others, all with independent membership except for certain executive roles.

• Board leadership combines Chairman and CEO roles for continuity and accountability; succession planning focuses on internal growth.

• Board and committees meet regularly, with high attendance and executive sessions held by non-employee directors.

• Code of Ethics and Business Conduct applies to all directors, officers, and employees.