UMB Financial (UMBF) Proxy Filing summary

Executive summary

• The 2026 annual meeting will be held virtually on April 28, 2026, with shareholders voting on four key proposals, including director elections, executive compensation, auditor ratification, and an amended incentive plan.

• Shareholders of record as of February 27, 2026, are eligible to vote, with cumulative voting available for director elections.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Four proposals: election of 14 directors, advisory vote on executive compensation, ratification of KPMG LLP as auditor, and approval of the amended Omnibus Incentive Compensation Plan.

• Cumulative voting applies to director elections; majority voting applies to all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 12, 2026.

Board of directors and corporate governance

• Board size set at 14, with 13 of 14 nominees determined independent.

• Board committees: Audit, Compensation, Governance, and Risk, all comprised of independent directors.

• Board diversity: 42.9% female, 14.3% ethnically diverse among nominees.

• Lead independent director structure in place; robust governance guidelines and code of ethics.

• Succession planning and regular board/committee performance evaluations are emphasized.