DEFA14A: Midland States Bancorp Sets 2025 Annual Shareholder Meeting Agenda and Voting Procedures

Midland States Bancorp, Inc. has announced the details for its annual shareholder meeting on August 4, 2025, including proposals for director elections, executive compensation, auditor ratification, and the frequency of future say-on-pay votes.

Summary

• Midland States Bancorp, Inc. will hold its Annual Meeting of Shareholders on August 4, 2025, at 5:30 p.m. CT, at the Holiday Inn located at 1301 Avenue of Mid-America, Effingham, Illinois 62401.
• Proxy materials, including the 2025 Proxy Statement and Annual Report on Form 10-K for the year ending December 31, 2024, are available online at www.envisionreports.com/MSBI.
• Shareholders can vote online, by phone, or by requesting a paper copy of proxy materials to receive a proxy card.
• Online votes must be received by August 1, 2025, at 11:59 PM, local time.
• Requests for a paper copy of proxy materials must be received by July 28, 2025, to facilitate timely delivery.
• Proposals to be voted on include the election of three Class III directors (R. Dean Bingham, Jerry L. McDaniel, Jeffrey M. McDonnell) for terms expiring at the 2028 annual meeting.
• Shareholders will also vote on a non-binding, advisory basis, on the compensation of certain executive officers (say-on-pay proposal).
• A non-binding, advisory vote will also occur on the frequency (say-on-frequency proposal) with which shareholders will vote on future say-on-pay proposals.
• The appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2025, will be ratified.
• The Board of Directors recommends a vote FOR all director nominees, FOR Proposals 2 and 4, and 1 YEAR on Proposal 3.

Sentiment

Score: 5

Explanation: The document is a standard procedural notice for an annual shareholder meeting, providing factual information without expressing positive or negative sentiment regarding company performance or financial results.

Positives

• The Board of Directors recommends a vote FOR all three Class III director nominees, indicating confidence in the current leadership.
• The Board recommends a vote FOR the advisory approval of executive compensation, suggesting alignment with shareholder interests.
• The Board recommends a vote FOR the ratification of Crowe LLP as the independent registered public accounting firm, ensuring continuity and independent oversight.
• The Board recommends a 1 YEAR frequency for future say-on-pay proposals, which generally aligns with best practices for regular shareholder input on executive compensation.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future financial performance or strategic outlook, focusing solely on the procedural aspects of the upcoming annual shareholder meeting.

Management Comments

• The Board of Directors recommends a vote FOR all three nominees to serve as Class III directors.
• The Board of Directors recommends a vote FOR the non-binding, advisory approval of the compensation of certain executive officers (say-on-pay proposal).
• The Board of Directors recommends a 1 YEAR frequency for the non-binding, advisory vote on future say-on-pay proposals (say-on-frequency proposal).
• The Board of Directors recommends a vote FOR the ratification of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2025.

Industry Context

This announcement is a standard procedural notice for an annual shareholder meeting, common across publicly traded companies, including those in the financial services sector like Midland States Bancorp. It reflects routine corporate governance practices and compliance with SEC regulations for soliciting shareholder proxies.

Comparison to Industry Standards

• The proposals for director elections, advisory votes on executive compensation (say-on-pay), and auditor ratification are standard practices for U.S. publicly traded companies, aligning with typical corporate governance frameworks.
• The inclusion of a say-on-frequency proposal is also a common requirement following the Dodd-Frank Act, allowing shareholders to periodically express their preference on how often they vote on executive compensation, with a '1 Year' recommendation being a frequent choice among companies for enhanced transparency and accountability.

Corporate Governance

Stakeholder Impact

• Shareholders: Directly impacted by the voting proposals, including the election of directors, approval of executive compensation, and ratification of the auditor. They are also provided with the means to access detailed proxy materials and participate in the voting process.
• Management and Board of Directors: Subject to shareholder votes on their re-election and compensation, reinforcing accountability and governance structures.
• Employees: Indirectly impacted by decisions regarding executive compensation and overall corporate governance, which can influence company culture and strategic direction.
• Auditors (Crowe LLP): Their appointment is subject to shareholder ratification, confirming their role in providing independent financial oversight.

Next Steps

• Shareholders are encouraged to access and review the complete proxy materials online.
• Shareholders must submit their votes online by August 1, 2025, or request a paper proxy card to vote by mail.
• The Annual Meeting of Shareholders will convene on August 4, 2025, where the listed proposals will be voted upon.

Key Dates

Keywords

Midland States Bancorp, MSBI, Proxy Statement, Annual Meeting, Shareholder Vote, Corporate Governance, Director Election, Executive Compensation, Auditor Ratification, Say-on-Pay, Say-on-Frequency