Central Bancompany, Inc.
For the period ended Mar 25, 2026. Filed Mar 25, 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.
Mar 25, 2026 · Filed Mar 25, 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 x | |
| Filed by a Party other than the Registrant o | |
| Check the appropriate box: | |
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
(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 the appropriate box):
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
March 25, 2026
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of the Shareholders of Central Bancompany, Inc. The Annual Meeting will be an in-person and virtual meeting. It will be held at 2:00 p.m. on May 4, 2026, on the third floor of the Financial Center, 111 E. Miller Street, Jefferson City, Missouri 65101.
Only stockholders of record at the close of business on March 23, 2026, the record date, will be entitled to receive notice of and to vote at the Annual Meeting. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend in person or virtually. Please complete, sign and date the enclosed proxy card and return it as soon as possible in the postage-paid envelope provided so that your shares will be represented at the Annual Meeting. Alternatively, you may vote via the internet. Instructions and applicable deadlines for voting via the internet are set forth on the enclosed proxy card. You may revoke your proxy at any time before its exercise, and you may attend the Annual Meeting and vote virtually, even if you have previously returned your proxy card or voted via the internet. However, if you are a stockholder whose shares are not registered in your own name, you will need additional documentation from your record holder and to register in advance to vote virtually at the Annual Meeting. Your vote is very important. I look forward to you attending the meeting.
Sincerely,
/s/ S. Bryan Cook
S. Bryan Cook
Executive Chairman
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Notice of 2026 Annual Meeting of Shareholders of
| Date: | May 4, 2026 |
|---|---|
| Time: | 2:00 p.m., Central Time |
| Place: | The Annual Meeting will be conducted in person and virtually. You are entitled to attend and participate in the Annual Meeting only if you were a shareholder of record as of the record date or hold a valid proxy for the meeting. Those shareholders attending the Annual Meeting virtually, may vote their shares and submit questions during the meeting via live audio webcast by visiting: https://edge.media-server.com/mmc/p/n2Fpq6x5. To participate, you will need the 16-digit control number included in your proxy materials or on your proxy card. The meeting password is: cbc2026. |
| Purposes: | 1. To elect four (4) Directors for the Class I Directors for a term of 3 years; |
| 2. To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for 2026; | |
| 3. To adopt the Central Bancompany, Inc. 2026 Employee Stock Purchase Plan; and | |
| 4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. | |
| Who Can Vote: | Shareholders at the close of business on March 23, 2026, are entitled to vote at the meeting. If your shares are registered in the name of a bank or brokerage firm, such procedures are described on the voting form sent to you. |
| How You Can Vote: | You may vote your proxy in person at the Annual Meeting, virtually at the Annual Meeting, via the internet, or by mailing back the enclosed proxy card by May 3, 2026. |
| By Authorization of the Board of Directors,/s/ Jeremy W. Colbert | |
| Jeremy W. ColbertExecutive Vice President, General Counsel and Corporate Secretary |
Important Notice regarding the availability of proxy materials for theShareholder Meeting to be held on May 4, 2026The Notice of Meeting, Proxy Statement, Proxy Card and Annual Report to Shareholdersare available at www.astproxyportal.com/ast/29623
Your Vote Is Important. Whether You Own One Share or Many, Your PromptCooperation in Voting Your Proxy Is Greatly Appreciated.
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CENTRAL BANCOMPANY, INC. AND SUBSIDIARIES
PROXY STATEMENT FOR 2026 ANNUAL MEETING
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS | 1 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 5 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 8 |
| PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 10 |
| PROPOSAL 3 - ADOPTION OF THE CENTRAL BANCOMPANY, INC. 2026 EMPLOYEE STOCK PURCHASE PLAN | 11 |
| CORPORATE GOVERNANCE | 15 |
| Corporate Governance Guidelines and Code of Ethics | 15 |
| Director Qualifications | 15 |
| Composition of the Board | 15 |
| Director Independence | 15 |
| Lead Independent Director | 16 |
| Family Relationships | 16 |
| Board Meetings | 16 |
| Continuing Directors' Background and Qualifications | 17 |
| Committees of the Board | 19 |
| Board Oversight of Risk Management | 22 |
| 2025 Director Compensation | 27 |
| EXECUTIVE COMPENSATION | 28 |
| Summary Compensation Table | 28 |
| Narrative Discussion of 2025 Summary Compensation Table | 29 |
| Outstanding Equity Awards at December 31, 2025 | 32 |
| Termination, Qualified Retirement and Change in Control Provisions | 33 |
| Assessing Risk in our Compensation Program | 33 |
| Clawback Policy | 33 |
| AUDIT COMMITTEE REPORT | 34 |
| Pre-approval of Services by the External Independent Registered Public Accounting Firm | 35 |
| Fees paid to Independent Registered Public Accounting Firm | 35 |
| OTHER BUSINESS | 36 |
| APPENDIX A - CENTRAL BANCOMPANY, INC. 2026 EMPLOYEE STOCK PURCHASE PLAN | A-1 |
| APPENDIX B - PROXY CARDS | B-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.