DEF: Prosperity Bancshares Sets 2026 Annual Meeting Agenda

Sentiment:

Definitive Proxy Statement 16 March 2026 7:00 AM

📋All filings for Prosperity Bancshares INC

Prosperity Bancshares, Inc. announces its 2026 Annual Meeting of Shareholders to elect directors, ratify auditors, and conduct an advisory vote on executive compensation.

Better than expectedThe 2025 advisory Say-on-Pay vote received 95% approval, a significant improvement from 58% in 2024.This improvement followed the amendment of employment agreements for the Chief Executive Officer (October 2024) and Chairman (January 2025) to replace single-trigger change-in-control provisions with double-trigger provisions, directly addressing prior shareholder concerns and leading to a more favorable outcome.

Summary

The 2026 Annual Meeting of Shareholders will be held on Tuesday, April 21, 2026, at 10:00 a.m. local time in Sugar Land, Texas.
Shareholders will vote to elect four Class I directors to serve until the 2029 annual meeting, ratify Deloitte and Touche LLP as the independent registered public accounting firm for 2026, and conduct an advisory (non-binding) vote on named executive officer compensation (Say-On-Pay).
The record date for voting is March 2, 2026, with 101,489,022 shares of Common Stock outstanding.
Executive compensation for 2025 included base salaries, annual incentive bonuses (approximately 75% cash, 25% restricted stock), long-term equity awards, and discretionary cash bonuses.
The 2025 Say-on-Pay vote received 95% approval, a significant increase from 58% in 2024, following amendments to CEO and Chairman employment agreements to remove single-trigger change-in-control provisions.
The company demonstrated strong environmental practices in 2025, including energy-efficient construction in 24 banking centers over five years and substantial recycling efforts.
Community engagement in 2025 included over $4.1 million in donations, nearly $167.5 million in new Community Reinvestment Act (CRA) investments, and over $881.0 million in CRA community development loans.
The workforce in 2025 was 51% minority and 75% female, reflecting a commitment to diversity and inclusion.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this proxy statement positively due to the company's responsiveness to shareholder feedback on executive compensation, strong commitment to ESG, and robust corporate governance practices, reinforcing a stable and well-managed entity.

Positives

The 2025 advisory Say-on-Pay vote received 95% approval, indicating strong shareholder alignment with executive compensation practices after addressing prior concerns.
Employment agreements for the Chief Executive Officer and Chairman were proactively amended to remove single-trigger change-in-control provisions, responding directly to shareholder feedback.
The company reported strong overall financial performance in 2025, despite significant governmental regulations and increased competition.
Substantial community contributions in 2025 included over $4.1 million donated to more than 4,741 charitable organizations and nearly $167.5 million in new Community Reinvestment Act (CRA) investments.
Associates contributed significantly to the community, logging over 12,574 hours of volunteer service in collaboration with 608 organizations in 2025.
The company's workforce in 2025 was 51% minority and 75% female, demonstrating a commitment to diversity and inclusion.
Environmental initiatives included constructing or remodeling 24 banking centers with energy-efficient features over the last five years and 2025 recycling efforts that saved 3,067,825 kilowatts of energy and 12,720 trees.
The Board maintains a diverse composition, including three women (two ethnically diverse), and actively reviews director tenure and refreshment.

Negatives

The 2024 Say-on-Pay vote received only 58% approval, indicating significant shareholder dissatisfaction with executive compensation at that time.
Robert Steelhammer, a director, filed for Chapter 11 personal bankruptcy in January 2018, which was confirmed in February 2019, due to a debt from a company he partially owned and guaranteed.
The CEO pay ratio for 2025 was 71 to 1, which some stakeholders may view as excessive.

Risks

The possibility of a change in control may lead to the departure or distraction of named executive officers, potentially harming the company and its shareholders.
Ambiguities and uncertainties in the application and interpretation of Section 162(m) of the Internal Revenue Code may limit the deductibility of executive compensation, impacting the company's tax efficiency.

Future Outlook

The company intends to continue enhancing its corporate governance policies and practices in 2026 and will maintain its shareholder engagement efforts. Management does not anticipate presenting any additional business at the 2026 Annual Meeting beyond the stated agenda.

Management Comments

The Board believes that the combined role of Senior Chairman and Chief Executive Officer promotes strategic development and execution, and facilitates information sharing between management and the Board, which are essential to effective governance.
The Compensation Committee believes that the lower than historical level of Say-on-Pay approval [in 2024] was based solely on a negative recommendation by Institutional Shareholder Services (ISS), a firm that advises its subscribing institutional customers on proxy voting, due to a single-trigger change in control provision in the Chief Executive Officers amended and restated employment agreement adopted in late 2023.
The Company does not believe this information [CEO Pay Ratio] provides shareholders with a useful mechanism for evaluating managements effectiveness, operating results, or business prospects, nor for comparing the Company with any other company in any meaningful respect.

Industry Context

StockSavvy.ai notes that the banking industry faces ongoing challenges from governmental regulations (Dodd-Frank Act, Durbin Amendment), pressure on deposits and liquidity, and increased competition from both traditional banks and non-bank entities. The company's focus on acquisitions as a strategic growth driver, as evidenced by the mention of American Bank Holding Corporation and Southwest Bancshares, Inc. acquisitions, is a common trend in a consolidating banking sector. The emphasis on ESG practices and diversity in the workforce reflects broader industry and societal expectations for corporate responsibility.

Comparison to Industry Standards

The company's peer group for assessing 2025 compensation consists of public bank holding companies with assets between $27 billion and $65 billion as of December 31, 2024, including Associated Banc-Corp, Glacier Bancorp, Inc., Banc of California, Hancock Whitney Corporation, Bank OZK, BankUnited, Inc., Pinnacle Financial Partners, Inc., BOK Financial Corporation, SouthState Corporation, Cadence Bank, Synovus Financial Corp., Columbia Banking System, Inc., Texas Capital Bancshares, Inc., Commerce Bancshares, Inc, UMB Financial Corporation, Cullen Frost Bankers, Inc., United Bankshares, Inc., East West Bancorp, Inc., United Community Banks, Inc., F.N.B. Corporation, Valley National Bancorp, First Interstate BancSystem, Inc., WaFd, Inc., Fulton Financial Corporation, and Wintrust Financial Corporation.
The company's 2025 Say-on-Pay approval of 95% significantly exceeds its 58% approval in 2024, indicating a positive response to changes made to executive employment agreements, particularly the removal of single-trigger change-in-control provisions, which were likely below industry best practices or investor expectations.
Director compensation was noted as being 'below the Company's peer group' prior to a one-time cash payment of $38,000 to non-employee directors in 2025, suggesting an effort to align director pay more closely with industry benchmarks.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Leadership Structure	The Board maintains a combined Senior Chairman and Chief Executive Officer position, counterbalanced by an independent Presiding Director (James A. Bouligny since January 2013) and independent committee chairs.	January 2013 (Presiding Director)	Promotes strategic development and execution while ensuring independent oversight of management.
Director Resignation Policy	In an uncontested election, any nominee receiving more withhold votes than for votes must tender their resignation, which the Governance Committee will consider and recommend action to the Board within 90 days.	Not specified, but part of current Bylaws	Enhances accountability of directors to shareholders, particularly in uncontested elections.
Shareholder Approval Rights	Bylaws can be amended, repealed, or adopted upon the affirmative vote of a two-thirds majority of outstanding shares. Articles of incorporation require only a majority of outstanding shares for matters that would otherwise require a greater vote under Texas law.	Not specified, but part of current Bylaws/Articles	Provides shareholders with significant influence over corporate governance changes and major corporate actions.
Stock Ownership Guidelines	Directors are expected to own shares with a market value equal to at least five times their annual cash retainer. The CEO is expected to own shares equal to at least four times their annual base salary, and other executive officers two times their annual base salary.	Not specified, but current policy	Aligns the financial interests of directors and executive officers with the long-term interests of shareholders.
Board Composition and Diversity	The Board consists of fourteen members with diverse backgrounds, including three women, two of whom are ethnically diverse. The Governance Committee reviews Board composition annually to ensure appropriate balance.	Ongoing, with new appointments in October 2022	Enhances decision-making and oversight through varied perspectives and experiences, reflecting broader societal expectations.
Anti-Hedging Policy	Prohibits all directors, officers, and employees from engaging in hedging transactions with respect to company common stock.	Not specified, but part of current Insider Trading Policy	Prevents misalignment of interests by ensuring executives and directors bear the full risk and reward of stock ownership.
Shareholder Engagement	Senior management and investor relations teams engage in ongoing dialogue with shareholders, including meetings before and after annual meetings to discuss governance and compensation matters.	Ongoing, with specific engagement in 2024	Fosters transparency and allows the Board and Compensation Committee to factor shareholder feedback into compensation and governance decisions.
Executive Compensation Agreements	Amended employment agreements for the Chief Executive Officer (October 2024) and Chairman (January 2025) to replace single-trigger change-in-control provisions with double-trigger provisions.	October 2024 and January 2025	Addresses prior shareholder concerns regarding executive severance packages, aligning them more closely with best practices and investor expectations.

Legal Proceedings

Robert Steelhammer, a director, filed for Chapter 11 Reorganization personal bankruptcy in January 2018, which was confirmed on February 11, 2019. This was a result of a debt originated and held at another bank, created by a company that supplied oil field equipment in which Mr. Steelhammer was a partial owner and guarantor.

Related Party Transactions

The Bank made loans in the ordinary course of business to many directors, executive officers, and their associates during 2025, totaling $272,000 (approximately 0.01% of Tier 1 capital). These loans were on substantially the same terms as those for unaffiliated persons and did not involve more than normal risk.
Cullen Zalman, son of David Zalman (Senior Chairman and CEO), is employed by the Bank as an Executive Vice President of Corporate and Banking Activities. His total annual compensation in 2025 exceeded $120,000, consistent with similarly situated employees.
Mr. Henderson, spouse of director Leah Henderson, received approximately $293,685 in 2025 from Plexus Group, an entity that manages the Bank's medical plans. Mr. Henderson's compensation is based in part on Plexus's business with the Company.

Stakeholder Impact

**Shareholders**: Directly impacted by the election of directors, ratification of auditors, and the advisory vote on executive compensation. Benefit from enhanced corporate governance, responsiveness to feedback on compensation, and alignment of executive interests through stock ownership guidelines.
**Employees**: Benefit from 401(k) matching contributions and a stated commitment to fostering a culture of engagement and belonging, with a diverse workforce (51% minority, 75% female in 2025).
**Customers**: Benefit from the company's significant community reinvestment and development loans, including over $55 million in home loans for low-income communities through the Home Ownership Possibilities Program.
**Community**: Benefits from substantial charitable donations (over $4.1 million in 2025) and extensive volunteer service by associates (over 12,574 hours in 2025).
**Management/Executives**: Compensation structure, including base salary, bonuses, and equity awards, is detailed. Employment agreements provide for change-in-control and termination benefits, which have been adjusted in response to shareholder feedback.

Next Steps

Elect four Class I directors at the 2026 Annual Meeting on April 21, 2026.
Ratify the appointment of Deloitte and Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026.
Conduct an advisory (non-binding) vote on executive compensation at the 2026 Annual Meeting.
Continue to focus on enhancing corporate governance policies and practices in 2026.
Continue shareholder engagement efforts in 2026.
Publish the voting results in a current report on Form 8-K within four business days following the Meeting.
Shareholder proposals for the 2027 Annual Meeting must be submitted to the Company's Secretary no later than November 16, 2026.

Key Dates

Date	Description
1959	W.R. Collier began his career with American State Bank.
1963	Perry Mueller, Jr. became Vice Chairman of First National Bank in Lake Jackson.
1972	Harrison Stafford II began serving as Jackson County Auditor.
1974	W.R. Collier became President and Chief Executive Officer of American State Bank.
1976	Ned S. Holmes began serving as Chairman and Chief Executive Officer of Ned S. Holmes Investments, Inc.
1978	David Zalman was employed by Commercial State Bank in El Campo; Robert J. Dowdell worked for the predecessor of First Republic Bank of Texas; Edward Z. Safady graduated from Texas Tech University and was employed by the Office of the Comptroller of the Currency.
1979	Ned S. Holmes became a director of Commercial Bancshares.
1980	Kevin J. Hanigan began his career with Bank of the Southwest in Houston.
1983	Robert Steelhammer became a director of the Company.
1984	Randy Hester was a Commercial Lender for First National Bank in Kerrville.
1986	David Zalman joined the Bank as President; H.E. Timanus, Jr. served as President and Chief Executive Officer of Commercial Bancshares, Inc.
1987	David Zalman became a director and Vice President/Secretary of the Company.
1988	W.R. Collier became Chief Executive Officer and Chairman of American State Financial Corporation; H.E. Timanus, Jr. served as Chief Executive Officer and Chairman of Heritage Bank; Robert J. Dowdell was Senior Vice President at Compass Bank, Houston.
1989	Randy Hester was a Commercial Lender for the Bank of Kerrville.
1990	Randy Hester was President and served on the board of directors for Texas Premier Bank; Harrison Stafford II's tenure as Jackson County Auditor ended.
1991	James A. Bouligny became a director of the Company; Harrison Stafford II began serving as County Judge for Jackson County, Texas; Ned S. Holmes served as Chairman of the Board of Commercial Bancshares and was named Senior Chairman of the Board of Heritage Bank; Randy Hester joined the Bank as Banking Center President.
1995	Jack Lord began serving as a director of the Bank.
1996	Kevin J. Hanigan was employed by Guaranty Bank.
1997	Charlotte M. Rasche was a partner with Bracewell LLP.
1999	David Zalman was a founding principal of New ICM LP.
2000	Harrison Stafford II became a director of the Company.
2001	Perry Mueller, Jr. was appointed a director of the Company; H.E. Timanus, Jr. became a director of the Company and the Bank, and Chief Operating Officer of the Bank; David Zalman became President and Chief Executive Officer of the Company and Chairman of the Board and Chief Executive Officer of the Bank; Ned S. Holmes became Chairman of the Board of the Company.
2002	Leah Henderson began serving as a director of the Bank.
2003	Dr. Laura Murillo served as a University of Houston executive.
2004	Edward Z. Safady joined the Bank upon acquisition of Liberty Bank, SSB; J. Mays Davenport served as Executive Vice President, Corporate Development, of LegacyTexas Bank.
2005	H.E. Timanus, Jr. was named Chairman of the Board of the Bank; David Zalman became Senior Chairman and Chief Executive Officer of the Bank.
2006	H.E. Timanus, Jr. became Vice Chairman of the Company; David Zalman became Chairman of the Board and Chief Executive Officer of the Company.
2007	Dr. Laura Murillo began serving as President and CEO of the Houston Hispanic Chamber of Commerce; Leah Henderson became a director of the Company; Ned S. Holmes was appointed to the Texas Transportation Commission.
2008	Robert J. Dowdell joined the Bank.
2009	Robert J. Dowdell became Regional President of the Houston Area.
2010	Kevin J. Hanigan was Chairman and Chief Executive Officer of Highlands Bank; Harrison Stafford II's tenure as County Judge for Jackson County, Texas ended.
2012	Kevin J. Hanigan served as director and Chief Executive Officer of LegacyTexas and LegacyTexas Bank; W.R. Collier joined the Company as a Class II Director and Senior Chairman for the West Texas Area of the Bank; Charlotte M. Rasche joined the Company and the Bank as Executive Vice President in the Legal Department.
2013	James A. Bouligny began serving as Presiding Director; Asylbek Osmonov was the Bank's Chief Accounting Officer.
2014	William T. Luedke IV became a director of the Company.
2015	J. Mays Davenport served as Executive Vice President, Chief Financial Officer, of LegacyTexas and LegacyTexas Bank; Robert J. Dowdell was promoted to Executive Vice President of the Company and the Bank; Edward Z. Safady assumed the title of President of the Company and Vice Chairman of the Bank.
2016	Jack Lord became a director of the Company; David Zalman began serving on the Board of Directors of the Dallas Federal Reserve Bank, Houston Branch.
2017	David Zalman's tenure as a partner and director of New ICM LP ended.
2018	Robert J. Dowdell assumed additional operational duties and was appointed to the Executive Committee; Robert Steelhammer filed for Chapter 11 Reorganization personal bankruptcy in January.
2019	Robert Steelhammer's Plan of Reorganization was confirmed in February; Asylbek Osmonov served as Interim Chief Financial Officer from April 1 to June 14, and then Chief Financial Officer since June 14; Kevin J. Hanigan joined the Board of Directors of the Company on November 1; Edward Z. Safady was named Vice Chairman of the Company and appointed as an advisory director; H.E. Timanus, Jr. became Chairman of the Company.
2021	Edward Z. Safady entered into a new employment and change-in-control agreement on March 10; David Zalman began serving as the 11th District representative on the Federal Advisory Council to the Board of Governors of the Federal Reserve System.
2022	Dr. Laura Murillo and Ileana Blanco were appointed directors of the Company in October; Mr. Henderson sold Henderson Consulting, LLC to Plexus Group in August.
2023	The 2023 annual meeting Say-on-Pay approval was 95%.
2024	The 2024 annual meeting Say-on-Pay approval was 58%; David Zalman's employment agreement was amended and restated on October 15; David Zalman's tenure on the Federal Advisory Council ended.
2025	H.E. Timanus, Jr.'s employment agreement was amended and restated on January 21; Kevin J. Hanigan entered into an employment and change-in-control agreement on April 15; All directors attended the annual meeting on April 15; The Board held four meetings; The Audit Committee held four meetings; The Compensation Committee held two meetings; The Governance Committee held one meeting; The Risk Committee held two meetings; The company matched 50% of employee 401(k) contributions; The company donated over $4.1 million to charitable events; The company made nearly $167.5 million in new CRA investments; The company made over $881.0 million in CRA community development loans; The company provided over 238 home loans for $55 million through its Home Ownership Possibilities Program; Associates served over 120 leadership roles (4,747 hours) and logged over 12,574 volunteer hours; The workforce was 51% minority and 75% female; Non-employee directors received a one-time cash payment of $38,000; Non-employee Bank directors received a one-time cash payment of $2,300; Non-employee Company directors received 1,600 shares of restricted stock; Cullen Zalman's compensation exceeded $120,000; The Bank paid Plexus Group directly and indirectly over $120,000, and Mr. Henderson received approximately $293,685 from Plexus attributable to business with the Company; Aggregate loans to directors and executive officers were $272,000 (0.01% of Tier 1 capital); Net income was $542,843 thousand; NPAs to average interest-earning assets was 0.45%.
March 2, 2026	Record date for the 2026 Annual Meeting of Shareholders.
March 16, 2026	Proxy Statement first sent to shareholders.
April 16, 2026	Deadline for 401(k) Plan participants to vote by telephone/internet.
April 20, 2026	Deadline for general shareholders to vote by telephone/internet; Deadline for written notice of proxy revocation.
April 21, 2026	2026 Annual Meeting of Shareholders; Forfeiture restrictions on 2025 restricted stock awards lapse.
December 31, 2026	Year-end for which Deloitte and Touche LLP is appointed auditor.
November 16, 2026	Deadline for shareholder proposals for the 2027 Annual Meeting (Rule 14a-8).
January 16, 2027	Certain restricted stock awards will vest.
February 15, 2027	One-half of certain restricted stock awards will vest; One-third of certain restricted stock awards will vest.
February 15, 2028	The remaining one-third of certain restricted stock awards will vest.
July 15, 2028	Certain restricted stock awards will vest.
October 21, 2028	Certain restricted stock awards will vest.
2027	Terms of Class II directors expire at the annual meeting of shareholders.
2028	Terms of Class III directors expire at the annual meeting of shareholders.
2029	Terms of Class I directors (if elected) expire at the annual meeting of shareholders.

Recommendation

hold

The filing is a routine proxy statement detailing corporate governance, executive compensation, and upcoming shareholder votes. While it highlights positive adjustments to executive compensation in response to shareholder feedback and strong ESG initiatives, it does not contain new material financial performance data or strategic announcements that would typically warrant a significant change in investment stance. The information reinforces a stable, well-governed company, suggesting a 'hold' for existing investors.

Keywords

Proxy Statement, Corporate Governance, Executive Compensation, Director Election, Shareholder Meeting, Banking, Financial Services, SEC Filing, Say-on-Pay, Prosperity Bancshares, Risk Management, ESG, Diversity, Community Reinvestment Act

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