UMB Financial (UMBF) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on April 29, 2025, with shareholders able to participate and vote online.

• Key items for shareholder vote include election of 16 directors, an advisory say-on-pay vote, and ratification of KPMG LLP as external auditor.

• The record date for voting is February 28, 2025, with 72,655,215 shares eligible.

• Shareholders are encouraged to vote by proxy, with multiple voting methods available.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 16 directors, (2) advisory approval of executive compensation, (3) ratification of KPMG LLP as auditor, and (4) other business as may arise.

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

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by November 14, 2025.

Board of directors and corporate governance

• The board consists of 16 members, 15 of whom are independent.

• Board leadership combines CEO and Chair roles, with a lead independent director providing oversight.

• Four standing committees: Audit, Compensation, Governance, and Risk, all composed of independent directors.

• Board diversity: 37.5% female, 12.5% ethnic minority, 43.75% female and ethnic minority combined.

• Directors are evaluated on character, integrity, independence, and diversity of skills and backgrounds.