Prosperity Bancshares (PB) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on April 15, 2025, to elect five Class III directors, ratify the appointment of Deloitte & Touche LLP as auditor, hold a Say-on-Pay advisory vote, and address other business.

• Shareholders of record as of February 24, 2025, are entitled to vote, with one vote per share and no cumulative voting.

• Proxy voting is available by mail, phone, or online, and can be revoked or changed before the meeting.

• The Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposals include electing five Class III directors, ratifying Deloitte & Touche LLP as auditor, and approving executive compensation on an advisory basis.

• Shareholder proposals for the 2026 meeting must be submitted by November 13, 2025.

• Shareholders may amend bylaws with a two-thirds vote and approve major matters with a majority vote.

Board of directors and corporate governance

• The Board has 14 members divided into three classes, with staggered three-year terms.

• Board committees include Audit, Compensation, Governance, and Risk, all composed of independent directors.

• The Board combines the roles of Senior Chairman and CEO, with a lead independent director to ensure oversight.

• Stock ownership guidelines require directors and executives to hold significant equity.

• The Board emphasizes diversity, with three women and multiple ethnically diverse members.