OLD NATIONAL BANCORP /IN/
For the period ended May 13, 2026. Filed Apr 2, 2026.
View on SEC.govAbout 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.
May 13, 2026 · Filed Apr 2, 2026
Contents
PROXY STATEMENT – SUMMARY
The following summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read this Proxy Statement in its entirety, before voting your shares of Old National common stock in connection with the Annual Meeting.
GENERAL INFORMATION
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| DATE AND TIME | | LOCATION | | RECORD DATE |
| Wednesday, May 13, 2026 at 10:00 a.m., Central Time | | Virtual/Online at www.virtualshareholder meeting.com/ONB2026 | | Holders of common stock of record at the close of business on March 20, 2026 |
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| VOTING | | ADMISSION |
| Shareholders as of the Record Date are entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote for each matter to be voted on at the Annual Meeting. | | To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/ ONB2026. You will need the 16-digit control number included on your Notice and Access Card, Proxy Card or voting instruction form that accompanied this Proxy Statement. |
PROPOSALS TO BE VOTED ON AND VOTING RECOMMENDATIONS OF OUR BOARD OF DIRECTORS
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| PROPOSAL · BOARDRECOMMENDATION · PAGEREFERENCE | |||
| 1 | Election of Directors | FOR each director nominee | 28 |
| 2 | Approval of a non-binding advisory proposal on the compensation of our named executive officers | FOR | 74 |
| 3 | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026 | FOR | 76 |
| 4 | Approval of the Company’s 2026 Equity Compensation Plan | FOR | 80 |
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| OLD NATIONAL BANCORP 2026 PROXY STATEMENT | 1 |
ELECTION OF DIRECTORS
(SEE Item 1 Starting on PAGE 28)
The first item of business at the Annual Meeting will be the election of 12 directors of the Company. The nominees are set forth in the table below. Each nominee is currently serving as a director of the Company. Our Board of Directors recommends voting “FOR” each of the nominees.
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| NAME | DIRECTORSINCE | PRINCIPAL OCCUPATION | INDEPENDENT |
| Barbara A. Boigegrain · 2022 · Former Chief Executive Officer & General Secretary, Wespath Benefits and Investments | |||
| Thomas L. Brown · 2022 · Former Senior Vice President & Chief Financial Officer, RLI Corp. (NYSE); former partner, PricewaterhouseCoopers LLP | |||
| Kathryn J. Hayley · 2022 · Chief Executive Officer, Rosewood Advisory Services, LLC; former Executive Vice President, UnitedHealthcare, a subsidiary of UnitedHealth Group, Inc. (NYSE) | |||
| Peter J. Henseler · 2022 · Former Chairman, TOMY International | |||
| Daniel S. Hermann · 2020 · Founding partner, Lechwe Holdings LLC; former Chief Executive Officer, AmeriQual Group, LLC | |||
| Ryan C. Kitchell · 2018 · Former Executive Vice President, Chief Administrative Officer & Chief Financial Officer, Indiana University Health | |||
| Daniel C. Reardon · 2025 · Co-Chief Executive Officer & Trustee, Otto Bremer Trust | |||
| James C. Ryan, III | 2019 | Chairman & Chief Executive Officer, Old National Bancorp | – |
| Thomas E. Salmon | 2018 | Former Chairman & Chief Executive Officer, Berry Global Group, Inc. (NYSE) | |
| Michael J. Small | 2022 | Chairman, Kognitive Networks, Inc.; former President and Chief Executive Officer of GoGo, Inc. (Nasdaq) | |
| Derrick J. Stewart | 2015 | Executive Vice President and Chief Operating Officer, YMCA Retirement Fund | |
| Katherine E. White | 2015 | Professor of Law, Wayne State University Law School; Retired Brigadier General, U.S. Army National Guard | |
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| 2 | OLD NATIONAL BANCORP 2026 PROXY STATEMENT |
Advisory vote on NAMED EXECUTIVE OFFICER COMPENSATION
(See page74*)*
We are asking shareholders to approve, on an advisory (non-binding) basis, a resolution regarding the compensation paid in 2025 to our named executive officers, as disclosed in this Proxy Statement.
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(See page76*)*
We are asking shareholders to ratify, on an advisory (non-binding) basis, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.
APPROVAL OF THE COMPANY’S 2026 EQUITY COMPENSATION PLAN
(SEE PAGE80* and Appendix 1)*
We are asking shareholders to approve the adoption of the Company’s 2026 Equity Compensation Plan.
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| OLD NATIONAL BANCORP 2026 PROXY STATEMENT | 3 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.