Southern Missouri Bancorp (SMBC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 28, 2024, at the company’s headquarters in Poplar Bluff, Missouri, with shareholders invited to vote on key proposals and receive updates on company progress over the past year.

• Shareholders can vote in person or by proxy via internet, phone, or mail, with a record date of September 6, 2024, and 11,277,737 shares outstanding and eligible to vote.

Voting matters and shareholder proposals

• Proposals include: election of three directors for three-year terms, advisory vote on executive compensation (say-on-pay), advisory vote on frequency of future say-on-pay votes, approval of the 2024 Omnibus Incentive Plan, and ratification of Forvis Mazars, LLP as independent auditors for FY ending June 30, 2025.

• Board recommends annual say-on-pay votes and approval of all proposals.

• Shareholder proposals for the next annual meeting must be received by May 26, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of 11 members, with a mix of experienced professionals in banking, finance, accounting, agriculture, and management.

• Eight directors are independent per NASDAQ rules; board diversity matrix provided.

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

• Board leadership combines CEO and Chairman roles, with a lead independent director.

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.