Mechanics Bancorp (MCHB) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 28, 2026, both in person and virtually, with shareholders able to vote and submit questions online or in person.

• Proxy materials are delivered primarily via the Internet, with instructions for electronic and mail voting provided to shareholders.

• The meeting will address the election of eight directors, an advisory vote on executive compensation, and ratification of the independent auditor.

• The company completed a significant merger in September 2025, resulting in a new capital structure and board composition.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors for one-year terms, a non-binding advisory vote on executive compensation, and ratification of Crowe LLP as the independent auditor for 2026.

• The board unanimously recommends voting in favor of all proposals.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted by specified deadlines and in accordance with bylaw procedures.

Board of directors and corporate governance

• The board consists of eight nominees, most of whom are independent under Nasdaq standards.

• Board leadership is separated between the Executive Chairman and CEO roles.

• The company qualifies as a "controlled company" under Nasdaq rules due to the Ford Entities' ownership, allowing certain governance exemptions.

• Four standing committees exist: Audit, Risk, Compensation, and Nominating & Governance, each with defined charters and responsibilities.

• Directors are expected to attend annual meetings, and all attended in 2025.