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MERCANTILE BANK CORP

For the period ended May 22, 2025. Filed Apr 4, 2025.

View on SEC.gov

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.

May 22, 2025 · Filed Apr 4, 2025

Use the contents to explore the available documents and sections.

MBWM$60.57+0.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

PROXY SUMMARY

This summary highlights information contained elsewhere in the proxy statement of Mercantile Bank Corporation (“we,” “our,” “us,” “Company,” or “Mercantile”). This summary provides an overview and is not intended to contain all the information that you should consider before voting.

We encourage you to read the entire proxy statement for more detailed information on each topic prior to casting your vote.

MEETING INFORMATION

Meeting:Annual Meeting of Shareholders
Date:Thursday, May 22, 2025
Time:9:00 a.m., Eastern Time
Live Webcast:https://signin.webex.com/join
The meeting number is: 2316 097 7060
The meeting password is: MBWM2025
You may register ahead of time to receive the meeting link via e-mail by using the internet address and meeting number above.
Record Date:March 28, 2025

GENERAL INFORMATION

Stock Symbol:MBWM
Exchange:NASDAQ Global Select
Common Stock Outstanding:16,235,384 shares (as of record date)
Registrar & Transfer Agent:Computershare Trust Company, N.A.
Website:www.mercbank.com

MERCANTILE BANK CORPORATION | 2025 PROXY STATEMENT | 3

OVERVIEW OF VOTING MATTERS

PROPOSAL 1
ELECTION OF DIRECTORS We are asking shareholders to elect eleven directors, each for a one-year term. Additional information about each of the directors and director nominees can be found beginning on page 16.BOARD’S RECOMMENDATION: “FOR” EACH NOMINEE
NAMEDIRECTOR SINCEAGEGENDERETHNICITYAUDIT COMMITTEECOMPENSATION COMMITTEEGOVERNANCE & NOMINATING COMMITTEE
MICHAEL S. DAVENPORT *202055MAfrican AmericanMMM
MICHELLE L. ELDRIDGE201659FWhiteMCM
JOSEPH D. JONES202554MAfrican American---M---
RICHARD D. MACDONALD202554MWhite------M
MICHAEL H. PRICE199768MWhite---------
DAVID B. RAMAKER202069MWhiteMMC
RAYMOND E. REITSMA**202362MWhite---------
NELSON F. SANCHEZ202460MHispanicMMM
SARA A. SCHMIDT202543FWhiteM------
AMY L. SPARKS202352FWhiteCMM
SHORAN R. WILLIAMS202555FAfrican AmericanM------

** Executive Session Facilitator*

**** Non-Independent Director

C* = Chairperson*

M = Member

PROPOSAL 2
NEW EMPLOYEE STOCK PURCHASE PLAN WITH DISCOUNT To enhance employee ownership and engagement, we propose implementing an Employee Stock Purchase Plan (ESPP) offering a five percent (5%) discount on the market price of the Company’s stock.BOARD’S RECOMMENDATION: “FOR”
PROPOSAL 3
RATIFICATION OF AUDITORS Ratification of the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for 2025.BOARD’S RECOMMENDATION: “FOR”
PROPOSAL 4
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION An advisory vote to approve the compensation of our named executive officers disclosed in this proxy statement.BOARD’S RECOMMENDATION: “FOR”

4 | MERCANTILE BANK CORPORATION | 2025 PROXY STATEMENT

PROPOSAL 5
ADVISORY VOTE ON THE FREQUENCY OF THE EXECUTIVE COMPENSATION APPROVAL An advisory vote on the frequency of advisory approval of the compensation of our named executive officers.BOARD’S RECOMMENDATION: “FOR ONE YEAR”

PROPOSAL 6

Any other business that may properly be brought before the meeting or any adjournment of the meeting.

HOW TO VOTE

Your vote is important. We urge you to submit your proxy (1) over the internet, (2) by telephone or (3) by mail, prior to the virtual meeting, whether or not you plan to attend. For specific instructions, please refer to the discussion beginning on the first page of the proxy statement and the instructions on the proxy card relating to the annual meeting. We would appreciate receiving your proxy by Friday, May 9, 2025.

INTERNETTELEPHONE OR CELLPHONEMAIL
1.Go to: www.envisionreports.com/MBWMCall toll freeIf you wish to vote by mail,
2.Click on Cast Your Vote.1-800-652-VOTE (8683)send your completed and
3.Follow the instructions to log in.within the USA,signed proxy card using the
4.Make your selections as instructed on each screen for your delivery preferences.US territories and Canadaenclosed envelope.
5.Vote your shares.

On April 4, 2025, we began sending our shareholders a Notice Regarding the Internet Availability of Proxy Materials.

MERCANTILE BANK CORPORATION | 2025 PROXY STATEMENT | 5

CORPORATE GOVERNANCE HIGHLIGHTS

●All directors attended at least 78% of the Board meetings and Committee meetings on which they served during 2024;
●Code of Ethics, Human Rights, Insider Trading, Clawback, Anti-Bribery and Anti-Corruption, Environmental, and Cyber Security policies are in place for all directors, officers, and employees, as applicable (available on our website under Investor Relations – Overview – Governance Documents);
●Corporate Governance Guidelines are in place for all directors (available on our website under Investor Relations);
●Supplier Diversity Program Policy and Vendor and Supplier Code of Conduct is in place for suppliers and vendors (available on our website under Investor Relations – Overview – Governance Documents; additional information, resources and application are available on our website under About Us);
●Anti-Hedging and Anti-Pledging policies are in place as components of our Insider Trading Policy;
●90% of directors are independent;
●Chairman of the Board and Chief Executive Officer are separate positions;
●Executive Session Facilitator is an independent director;
●Ongoing and active risk oversight is performed by the Board and Committees; and
●The oversight of environmental, social and governance sustainability matters is the responsibility of the Governance and Nominating Committee.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.