Old Market Capital (OMCC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 24, 2024, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• Only shareholders of record as of August 13, 2024, are entitled to vote.

• Proxy materials are available online and by mail, and voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying Forvis Mazars, LLP as auditor, and an advisory say-on-pay vote for executive compensation.

• Shareholder proposals for the 2025 meeting must be submitted between April 25 and May 25, 2025.

• No other matters are known to be up for vote, but proxies may be used for other business if it arises.

Board of directors and corporate governance

• The board consists of five members, all nominated for re-election, with terms expiring at the 2025 meeting.

• Board committees include Audit, Compensation, and Nominating/Corporate Governance, all with independent directors.

• The board separates the roles of CEO and Chairman for effective oversight.

• Board diversity matrix shows all five directors are male, with demographic details provided.

• Directors are encouraged to attend meetings; all attended the 2023 annual meeting.