Southside Bancshares (SBSI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2026, with shareholders voting on director elections, executive compensation, a preferred stock amendment, and auditor ratification.

• Shareholders of record as of March 16, 2026, are eligible to vote, with multiple voting methods available.

• Management and EY representatives will be present to answer questions.

Voting matters and shareholder proposals

• Six directors are nominated: four for terms expiring in 2029, one for 2028, and one for 2027.

• Advisory vote on executive compensation (Say-on-Pay) is included.

• Proposal to amend the certificate of formation to authorize up to 8,000,000 shares of flexible preferred stock.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by November 25, 2026.

Board of directors and corporate governance

• Board is 85% independent, with a policy requiring retirement after age 75.

• Board committees include Audit, Compensation, Risk, Corporate Governance and Nominating, and Innovation/Digital Banking/IT.

• All board committees are chaired by independent directors; board refreshment and diversity are emphasized.

• Directors must own at least 5,000 shares within five years of election.