Isabella Bank Corporation (ISBA)
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AGM 2026

May 5, 2026

Summary

The meeting covered director elections, executive compensation, and strategic achievements, including a successful Nasdaq uplisting that boosted trading volume and shareholder base. All proposals passed, and no shareholder questions were raised.

Sarah Opperman
Chair of the Board of Directors, Isabella Bank Corporation

Good morning. I am Sarah Opperman, Chair of the Board of Directors of Isabella Bank Corporation. I will be presiding over today's meeting. Welcome to the May 5th, 2026 Isabella Bank Corporation Annual Shareholders Meeting. On behalf of the Board of Directors, thank you for joining this virtual meeting today and for your continued support. This Annual Shareholders Meeting is being conducted in compliance with Nasdaq Listing Rule 5620, applicable Securities and Exchange Commission proxy rules, and the laws of the state of Michigan. I am joined today by Mr. Jerome Schwind, President and CEO of Isabella Bank Corporation. Mr. Neil McDonnell, Isabella Bank President. Ms. Debra Campbell, Corporate Secretary and Vice President, and Mr. Jerry Ritzert, Chief Financial Officer of Isabella Bank Corporation. We also have representatives in attendance from our outside legal counsel and our independent auditor.

They include Mr. Matt Rebeck of Foster Swift, our general legal counsel. Ms. Beth Whitaker of Hunton Andrews Kurth LLP, our SEC counsel, and Mr. Rob Bondy of Plante Moran, our independent auditors. The format for today's meeting is to first conduct the business meeting and then address questions you may have. Questions may be submitted online at any time by clicking the dialog box in the bottom left corner of the meeting center screen. We will save all comments and questions for a Q&A session after the proposals have been presented and the preliminary voting results have been announced. Please remember that you may vote your shares at any time before the polls close by clicking on the link provided in the virtual meeting center. If you have already voted and do not want to change your vote, you do not need to take any further action.

This meeting is being recorded and will be available on our investor relations website following its conclusion. At this time, I call the meeting to order. Ms. Debra Campbell, Corporate Secretary and Vice President, will act as Secretary of the meeting. She has in her possession a list of shareholders of Isabella Bank Corporation as of March 13th, 2026, which is the record date for this annual meeting. Using that record date, a total of 7,330,036 shares are entitled to vote at this annual meeting. The Board of Directors has appointed Ms. Natalie S. Hairston of American Election Services, LLC as the Inspector of Elections for this annual meeting, and she has already taken the oath of office. She reports that at least a majority of the outstanding shares entitled to vote at this annual meeting are present virtually or by proxy.

Therefore, a quorum is present and the annual meeting may proceed. The formal business of today's meeting includes the proposals described in the proxy statement for this annual meeting, which were filed with the Securities and Exchange Commission on March 23rd, 2026. On or about March 23rd, 2026, the corporation caused to be mailed to each shareholder a notice of this annual meeting, along with the proxy statement and a proxy card. We will now proceed to each item of business. Proposal one is to elect five director nominees to the corporation's Board of Directors, with four director nominees to serve as directors of the corporation until the 2029 annual meeting of shareholders, or until their respective successors have been duly elected and qualified, or until their earlier death, resignation, or removal from office.

One director nominee to serve as a director of the corporation until the 2027 annual meeting of shareholders, or until their successor has been duly elected and qualified, or until their earlier death, resignation, or removal from office. The Board of Directors has nominated the following individuals, each of whom currently serve on the corporate board. Mr. Brian B. Tessin, the director nominee to serve as director until the 2027 annual meeting of shareholders, and Dr. Jeffrey J. Barnes, Mr. David B. Behen, Ms. Melinda M. Coffin, and Ms. Vicki L. Rupp, the director nominees to serve as directors until the 2029 annual meeting of shareholders. The polls are now open for proposal one. Proposal two is an advisory, non-binding vote to approve the corporation's compensation of named executive officers. This also is called the Say on Pay proposal. The polls are now open for proposal two.

Proposal three is to approve the Isabella Bank Corporation 2025 Employee Stock Purchase Plan. The polls are now open for proposal three. Proposal four is to ratify the appointment of Plante Moran, PLLC, as the independent registered public accounting firm of the corporation for the year ending December 31, 2026. The polls are now open for proposal four. There is no other business to come before the annual meeting. Now that you have had the opportunity to vote, I declare the polls now closed. Would our representative from American Election Services please provide us with the preliminary voting results for the four proposals?

Natalie S. Hairston
Inspector of Elections, American Election Services, LLC

With respect to Proposal one, a plurality of votes cast approved the election of Mr. Tessin to serve as a director until the 2027 annual meeting, and the election of Dr. Barnes, Mr. Behen, Ms. Coffin, and Ms. Rupp to serve as directors until the 2029 annual meeting. With respect to proposal two, a majority of the votes cast approved the advisory vote on executive compensation. With respect to proposal three, a majority of votes cast approved the Isabella Bank Corporation 2025 Employee Stock Purchase Plan. With respect to proposal four, a majority of votes cast ratified the appointment of Plante & Moran, PLLC as the corporation's independent registered public accounting firm for the year ending December 31st, 2026.

Sarah Opperman
Chair of the Board of Directors, Isabella Bank Corporation

Thank you, Ms. Hairston. Please note that if you voted at today's meeting, your shares were not reflected in these preliminary results. A final report of the Inspector of Elections with a formal tabulation of the shares voted will be filed with the minutes of this annual meeting. Final voting results will also be timely reported in a current report on Form 8-K filed with the Securities and Exchange Commission. There is no further business in order, so the business portion of the meeting is adjourned. At this time, I would like to ask President and CEO Jerome Schwind for his report.

Jerome Schwind
President and CEO, Isabella Bank Corporation

Thank you, Sarah. At last year's annual meeting, I announced that we had just applied to become listed on the Nasdaq Capital Market. I listed three key reasons for doing so. These were increased visibility and credibility, access to capital for growth, and liquidity and marketability. As stated in our annual report, we completed the uplisting on May 12th, 2025, and doing so did in fact increase our visibility and credibility, as evidenced by the growth of our shareholder base to include investors who would only invest in our stock if we were listed on a major exchange. Our uplisting provides greater potential for access to capital for growth to help achieve our strategic initiatives. The liquidity and marketability achieved as a result of uplisting has also enhanced our trading volume from around 2,000 average shares traded per day to more than 25,000.

We are very pleased with the results and what it has meant for our shareholders' total return. It remains an honor to serve the corporation in this capacity while serving our communities well. Finally, none of the results we achieve are possible without the dedicated talent and exhaustive work of the team here at Isabella Bank. They work each day to provide excellent customer service and do so in a personal manner. Thank you.

Sarah Opperman
Chair of the Board of Directors, Isabella Bank Corporation

Thank you, Jerome. We will now answer questions that have been submitted by shareholders. It appears we have no questions. We would like to finish this meeting by thanking you for joining us and participating in this year's annual meeting. Thank you as well for your investment in Isabella Bank Corporation. Your board of directors and the management remain focused on earning your confidence and increasing long-term shareholder returns. The annual meeting is now adjourned. Thank you. Have a great day.

Operator

That concludes today's meeting. Thank you all for joining. You may now disconnect. Everyone, have a great day.