Prosperity Bancshares (PB) Proxy Filing summary

Executive summary

• The 2026 annual meeting will be held on April 21, 2026, to elect four Class I directors, ratify the appointment of Deloitte and Touche LLP as auditor, and conduct a non-binding say-on-pay vote.

• Shareholders of record as of March 2, 2026, are entitled to vote; each share of common stock has one vote, and cumulative voting is not permitted.

• The Board recommends voting in favor of all proposals and provides multiple voting methods, including online, phone, mail, and in-person.

Voting matters and shareholder proposals

• Four Class I directors are nominated for election to serve until 2029: Kevin J. Hanigan, William T. Luedke IV, Perry Mueller, Jr., and Harrison Stafford II.

• Proposal to ratify Deloitte and Touche LLP as independent auditor for 2026.

• Advisory (non-binding) vote on executive compensation (say-on-pay) is included.

• Shareholder proposals for the 2027 meeting must be submitted by November 16, 2026.

Board of directors and corporate governance

• The Board consists of 14 members divided into three classes, with a mix of seasoned and new directors.

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

• Four standing committees: Audit, Compensation, Governance, and Risk, all chaired by independent directors.

• Governance enhancements include stock ownership guidelines, anti-hedging policy, and a director resignation policy for majority withhold votes.

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