UMB Financial Shareholders Back Directors, Say-on-Pay and Incentive Plan Changes at Annual Meeting

Key Points

• Shareholders overwhelmingly approved all four proposals at the annual meeting — the election of 14 directors, the advisory "say‑on‑pay", ratification of KPMG, and an amended omnibus incentive plan that increases available shares by 3 million and removes the plan's termination date — each receiving roughly 95–98% support.
• Management called 2025 a "milestone year" after completing the Heartland Financial acquisition, saying the combined company has seen strong early growth in new markets, improved profitability metrics, balance‑sheet growth and geographic expansion (including UMB’s first branch in Utah).

UMB Financial NASDAQ: UMBF shareholders voted overwhelmingly in favor of all four proposals presented at the company’s annual meeting on April 28, including the election of directors, an advisory “say-on-pay” measure, the ratification of KPMG as independent auditor, and amendments to the company’s omnibus incentive plan.

Management reviews 2025 milestones ahead of quarterly results

Chairman and Chief Executive Officer Mariner Kemper opened the meeting by reflecting on the company’s performance in 2025, describing it as a “milestone year” due to the completion of UMB’s acquisition of Heartland Financial, which he said was the company’s largest transaction to date. Kemper noted the deal process ran from its announcement in spring 2024 through a full system conversion in October 2025.

Kemper said the combined organization has seen “strong early growth” from teams in the new markets and that UMB expects growth to continue now that the operating companies are “together as one.” He also highlighted the opening of UMB’s first branch in Utah, “significant improvements in profitability metrics,” and “solid growth on both sides of the balance sheet,” while maintaining a continued focus on asset quality metrics.

Kemper emphasized that the meeting’s prepared remarks and question-and-answer portion would be limited to annual meeting business. He said the company planned to release first-quarter results after market close later that day, followed by an investor call the next morning.

Corporate citizenship report highlighted

Kemper also pointed shareholders to UMB’s 2025 Corporate Citizenship Report, which he said is available on the company’s website. He said the report highlights UMB’s focus on “prudent business practices, efficient and sustainable resource use, transparent governance, and culture,” adding that the company’s goal is to exceed expectations of associates, customers, shareholders, and communities by delivering products and services with “integrity and trust.”

Quorum and board attendance

Megan Mercer, Senior Vice President, Deputy General Counsel, Chief of Staff, and Assistant Corporate Secretary, reported that as of the Feb. 27, 2026 record date, UMB had 76,136,588 shares outstanding and entitled to vote. She said 70,379,421 shares were represented by proxy, or approximately 92.4%, meeting quorum requirements.

Kemper introduced directors in attendance and also acknowledged two departing directors: Timothy R. Murphy, whose service began in 1999 on the bank board and who served on the UMB Financial Corporation board since 2016, and John K. Schmidt, who joined in 2025 after serving as lead director on the Heartland Financial board.

Representatives of KPMG, UMB’s independent auditors, also attended the meeting and were available for questions, though KPMG indicated it did not wish to make a statement.

Shareholders approve all proposals by wide margins

Shareholders voted on four proposals:

• Election of 14 directors for one-year terms expiring at the 2027 annual meeting.
• Advisory vote on executive compensation for fiscal year-end 2025.
• Ratification of KPMG as independent registered public accounting firm for fiscal year ending Dec. 31, 2026.
• Approval of an amended and restated omnibus incentive compensation plan, including increasing the maximum shares available for issuance by 3 million, removing the plan’s stated termination date of April 24, 2028, and making additional changes described in the proxy statement.

Mercer reported that, based on the inspector of election’s preliminary results, each director nominee received more than 96% of votes cast in favor. The advisory executive compensation resolution also received more than 96% support, while ratification of KPMG received more than 98% support. The amended and restated omnibus incentive compensation plan received more than 95% support.

Mercer said the company expects to report final voting results in a Form 8-K filed with the SEC within four business days.

No shareholder questions submitted

After the business portion of the meeting concluded, Mercer said there were no questions submitted by shareholders during the Q&A period. The company said meeting slides would be posted on its website and an audio replay would be available shortly.

About UMB Financial NASDAQ: UMBF

UMB Financial Corporation NASDAQ: UMBF is a diversified financial services holding company headquartered in Kansas City, Missouri. Through its principal banking subsidiary, UMB Bank, N.A., the company provides a full suite of commercial and consumer banking services. Key offerings include deposit accounts, commercial and consumer lending, treasury and cash management, as well as online and mobile banking solutions designed to serve businesses, individuals and municipalities.

In addition to its core banking operations, UMB Financial delivers wealth management and trust services, investment advisory, asset management and retirement planning to high-net-worth individuals, families and institutions.

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