Midland States Bancorp (MSBI) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 4, 2026, to elect four Class I directors, approve executive compensation (say-on-pay), and ratify Crowe LLP as auditor for 2026.

• Proxy materials are distributed electronically, with options for shareholders to request printed copies.

• Record date for voting is March 5, 2026, with 21,466,165 shares outstanding.

• Voting can be done online, by phone, mail, or in person; quorum requires a majority of outstanding shares.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors for terms expiring in 2029, a non-binding say-on-pay proposal, and auditor ratification.

• Board recommends voting FOR all proposals.

• Procedures for shareholder nominations and proposals for the 2027 meeting are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of eleven directors, with a majority deemed independent under Nasdaq rules.

• Separate Chairman and CEO roles; independent directors meet regularly without management.

• Standing committees include Audit, Compensation, Nominating and Corporate Governance, Risk Policy & Compliance, and Executive Committees.

• Board diversity includes one woman and one Hispanic or Latino member.

• Directors receive cash retainers, committee fees, and annual equity awards; deferred compensation plan available.