Republic Bancorp (RBCAA) Proxy Filing summary

Executive summary

• Supplement to the proxy statement provides the full text of the 2025 Stock Incentive Plan, which will be voted on at the annual meeting on April 24, 2025.

• The 2025 Plan replaces the 2015 Stock Incentive Plan, merging outstanding awards and ceasing new grants under the prior plan.

• The plan aims to attract, retain, and motivate employees and directors, encouraging stock ownership and aligning interests with shareholders.

Voting matters and shareholder proposals

• Shareholders are asked to approve the 2025 Stock Incentive Plan, with the board recommending a vote in favor.

• No changes to other proposals or board recommendations as previously described in the definitive proxy statement.

Board of directors and corporate governance

• The Compensation Committee, Board of Directors, Chairman, or CEO may serve as the plan's administrative committee, with specific roles for director and executive awards.

• The committee has broad authority to interpret, amend, and administer the plan, subject to board oversight.

• All determinations by the committee are binding, and members are indemnified for actions taken in their roles.