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GLACIER BANCORP INC

For the period ended Apr 24, 2024. Filed Mar 15, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 24, 2024 · Filed Mar 15, 2024

GBCI$48.16-0.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant To Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. __ )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐Soliciting Material under §240.14a-12

GLACIER BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

GLACIER BANCORP, INC.

49 Commons Loop

Kalispell, Montana 59901

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to Be Held April 24, 2024

9:00 a.m. Mountain Time

To the Shareholders of Glacier Bancorp, Inc.:

We cordially invite you to attend the 2024 Annual Meeting of Shareholders of Glacier Bancorp, Inc. (the “Company”), to be conducted on April 24, 2024, at 9:00 a.m. Mountain Time (the “Annual Meeting”) at The Hilton Garden Inn, 1840 Highway 93 South, Kalispell, Montana. The purpose of the Annual Meeting is to vote on the following proposals:

  1. To elect ten directors to serve on the Company’s board of directors until the 2025 annual meeting of shareholders;

  2. To vote on an advisory (non-binding) resolution to approve the compensation of the Company’s Named Executive Officers;

  3. To ratify the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

  4. To consider such other matters as may properly come before the meeting or any adjournments or postponements.

If you were a shareholder of record or beneficial owner on February 22, 2024, you may vote on the proposals presented at the Annual Meeting. We encourage you to promptly vote by phone or via the Internet, or complete and return the enclosed proxy card or voting instruction form, to ensure that your shares will be represented and voted at the meeting in accordance with your instructions. If you attend the meeting in person, you generally will be able to withdraw your proxy and vote your shares.

Further information regarding voting rights and the business to be transacted at the Annual Meeting is included in the accompanying Proxy Statement. The directors, officers, and employees who serve you genuinely appreciate your continued interest and support as a shareholder in the affairs of the Company and in its growth and development.

March 15, 2024BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ron J. Copher
Ron J. Copher, Secretary

YOUR VOTE IS IMPORTANTWhether or not you plan to attend the Annual Meeting, please vote promptly by phone or via the Internet, or sign and date your proxy card or voting instruction form and return it in the enclosed postage prepaid envelope. You do not need to retain the proxy card or voting instruction form in order to be admitted to the Annual Meeting. If you attend the Annual Meeting, you may vote either in person or by proxy. You may revoke any proxy that you have given either in writing or in person at any time prior to the proxy’s exercise.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 24, 2024. A copy of this Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2023, which includes our Form 10-K, are available at www.proxyvote.com.

TABLE OF CONTENTS

Page
INFORMATION ABOUT THE MEETING1
Voting on Matters Presented2
Voting in Person at the Annual Meeting3
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF3
Principal Shareholders3
Directors and Named Executive Officers4
DELINQUENT SECTION 16(a) REPORTS5
TRANSACTIONS WITH MANAGEMENT5
Certain Transactions5
SHAREHOLDER ENGAGEMENT5
PROPOSAL NO. 1 ELECTION OF DIRECTORS5
Director Nominees6
CORPORATE GOVERNANCE9
Corporate Governance Guidelines and Policies9
Board Leadership Structure10
Director Qualifications11
Majority Voting Policy11
Director Independence12
Shareholder Communications with the Board of Directors12
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS12
Board Authority for Risk Oversight12
Committees and Committee Membership13
COMPENSATION OF DIRECTORS16
Director Compensation Table17
Director Equity Compensation17
MANAGEMENT18
Named Executive Officers Who Are Not Directors18
EXECUTIVE COMPENSATION18
COMPENSATION DISCUSSION AND ANALYSIS19
REPORT OF COMPENSATION AND HUMAN CAPITAL COMMITTEE29
EXECUTIVE COMPENSATION TABLES30

i

Summary Compensation Table30
Grants of Plan-Based Awards31
Outstanding Equity Awards at Fiscal Year-End31
Option Exercises and Stock Vested32
Director and Employee Plans32
Pension Benefits33
Employment Arrangements and Potential Payments upon Termination or Change InControl33
CEO Compensation Pay Ratio37
Pay Versus Performance Disclosure38
Equity Compensation Plan Information42
PROPOSAL NO. 2 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION42
AUDITORS43
Fees Paid to Independent Registered Public Accounting Firm43
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors44
REPORT OF AUDIT COMMITTEE44
PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM45
OTHER BUSINESS45
2025 SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS45
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS46

ii

GLACIER BANCORP, INC.

49 Commons Loop

Kalispell, Montana 59901

(406) 756-4200

PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 24, 2024: This Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2023, which includes our Form 10-K, are available at www.proxyvote.com.

In this Proxy Statement, the terms “we,” “us” and “our” refer to Glacier Bancorp, Inc.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.