Republic Bancorp (RBCAA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 23, 2026, at the Republic Bank Building in Louisville, Kentucky, with a record date of February 13, 2026.

• Shareholders can vote online, by phone, mail, or in person; proxy materials are available electronically to reduce costs and environmental impact.

• Republic operates 47 banking centers across five states, with $7.0 billion in assets and $5.2 billion in deposits as of December 31, 2025.

• The company emphasizes customer service, community engagement, and diversity, with a high Net Promoter Score and significant outreach to underserved communities.

Voting matters and shareholder proposals

• Proposal 1: Election of 13 directors to serve until the 2027 annual meeting.

• Proposal 2: Ratification of Forvis Mazars, LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Board recommends voting FOR all director nominees and FOR the auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by November 13, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of 13 directors, with a majority classified as independent under NASDAQ rules.

• Mandatory retirement age is 72, with exceptions for long-serving directors.

• Board committees include Audit, Compensation, Nominating, and Risk, each with defined charters and independent membership.

• Lead Independent Director role established to enhance governance; independent directors meet in executive session at least twice per year.