GLACIER BANCORP, INC.
For the period ended Apr 29, 2026. Filed Mar 12, 2026.
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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 29, 2026 · Filed Mar 12, 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. __ )
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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 29, 2026
9:00 a.m. Mountain Time
To the Shareholders of Glacier Bancorp, Inc.:
We cordially invite you to attend the 2026 Annual Meeting of Shareholders of Glacier Bancorp, Inc. (the “Company”), to be conducted on April 29, 2026, 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:
To elect ten directors to serve on the Company’s Board of Directors until the 2027 annual meeting of shareholders;
To vote on an advisory (non-binding) resolution to approve the compensation of the Company’s Named Executive Officers;
To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
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 26, 2026, 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 12, 2026 | BY 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 29, 2026. A copy of this Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2025, which includes our Form 10-K, are available at www.proxyvote.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION ABOUT THE MEETING | 1 |
| Voting on Matters Presented | 2 |
| Voting in Person at the Annual Meeting | 3 |
| VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF | 3 |
| Principal Shareholders | 3 |
| Directors and Named Executive Officers | 4 |
| TRANSACTIONS WITH MANAGEMENT | 5 |
| Certain Transactions | 5 |
| SHAREHOLDER ENGAGEMENT | 5 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 5 |
| Director Nominees | 6 |
| CORPORATE GOVERNANCE | 9 |
| Corporate Governance Guidelines and Policies | 9 |
| Board Leadership Structure | 11 |
| Director Qualifications | 11 |
| Majority Voting Policy | 11 |
| Director Independence | 12 |
| Shareholder Communications with the Board of Directors | 12 |
| MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS | 12 |
| Board Authority for Risk Oversight | 13 |
| Committees and Committee Membership | 13 |
| COMPENSATION OF DIRECTORS | 16 |
| Director Compensation Table | 16 |
| Director Equity Compensation | 17 |
| MANAGEMENT | 17 |
| Named Executive Officers Who Are Not Directors | 17 |
| EXECUTIVE COMPENSATION | 18 |
| COMPENSATION DISCUSSION AND ANALYSIS | 18 |
| REPORT OF COMPENSATION AND HUMAN CAPITAL COMMITTEE | 30 |
| EXECUTIVE COMPENSATION TABLES | 31 |
| Summary Compensation Table | 31 |
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| Grants of Plan-Based Awards | 32 |
|---|---|
| Outstanding Equity Awards at Fiscal Year-End | 33 |
| Option Exercises and Stock Vested | 33 |
| Director and Employee Plans | 34 |
| Pension Benefits | 35 |
| Employment Arrangements and Potential Payments upon Termination or Change InControl | 35 |
| CEO Compensation Pay Ratio | 39 |
| Pay Versus Performance | 40 |
| Equity Compensation Plan Information | 44 |
| PROPOSAL NO. 2 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION | 45 |
| AUDITORS | 46 |
| Fees Paid to Independent Registered Public Accounting Firm | 46 |
| Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | 46 |
| REPORT OF AUDIT COMMITTEE | 47 |
| PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 48 |
| OTHER BUSINESS | 48 |
| 2027 SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 48 |
| DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS | 49 |
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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 29, 2026: This Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2025, 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.