SMBC Sets Shareholder Meeting, Board Refresh Amid Director Retirements

Ticker: SMBC · Form: DEF 14A · Filed: Sep 19, 2025 · CIK: 916907

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Director Elections, Executive Compensation, Auditor Ratification, Shareholder Meeting, Regional Banking

Related Tickers: SMBC

TL;DR

**SMBC is shaking up its board with new blood and saying goodbye to a 25-year veteran, signaling a potential strategic refresh that could be bullish for long-term growth.**

AI Summary

SOUTHERN MISSOURI BANCORP, INC. (SMBC) is holding its 2025 Annual Meeting of Shareholders on October 20, 2025, at its corporate headquarters in Poplar Bluff, Missouri. Shareholders will vote on three key proposals: the election of four directors, an advisory 'say on pay' vote on executive compensation, and the ratification of Forvis Mazars, LLP as the independent auditors for the fiscal year ending June 30, 2026. The Board of Directors has nominated Daniel L. Jones, Charles R. Love, Daniel P. McCoy, and Kenneth J. Bower for director positions, with Mr. Love serving a two-year term and the others three-year terms. Notably, long-serving directors Sammy A. Schalk (25 years) and William Young are retiring. As of the August 29, 2025 record date, there were 11,290,667 shares of common stock outstanding. Significant institutional shareholders include FMR LLC with 7.17% (810,171 shares), BlackRock, Inc. with 6.25% (706,660 shares), and The Vanguard Group with 5.09% (574,997 shares). Directors and executive officers as a group beneficially own 15.81% of outstanding shares, totaling 1,798,230 shares.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Southern Missouri Bancorp, impacting investor confidence and strategic direction. The election of new directors, including financial services veteran Kenneth J. Bower and real estate expert Daniel P. McCoy, signals a potential shift in board expertise, especially with the retirement of two long-standing directors. The 'say on pay' vote offers shareholders a direct voice on executive compensation, influencing management accountability. For investors, these decisions directly affect the company's future leadership, oversight, and potentially its competitive positioning in the regional banking sector, particularly as it integrates acquisitions like FortuneBank.

Risk Assessment

Risk Level: low — The filing primarily concerns routine annual meeting proposals, including director elections and auditor ratification, which are standard corporate governance matters. There are no indications of contentious proxy battles, significant financial distress, or major operational risks disclosed within this specific DEF 14A. The beneficial ownership structure shows a diversified institutional base, with no single entity holding a controlling stake that would pose an immediate governance risk.

Analyst Insight

Investors should review the backgrounds of the new director nominees, Kenneth J. Bower and Daniel P. McCoy, to understand their potential contributions to SMBC's strategic direction. Participate in the 'say on pay' vote to express your opinion on executive compensation, and ensure your shares are represented at the annual meeting by voting your proxy promptly.

Key Numbers

Key Players & Entities

FAQ

When is Southern Missouri Bancorp's 2025 Annual Meeting of Shareholders?

Southern Missouri Bancorp's 2025 Annual Meeting of Shareholders is scheduled for October 20, 2025, at 9:00 a.m. local time, at the corporate headquarters located at 2991 Oak Grove Road, Poplar Bluff, Missouri.

What are the key proposals to be voted on at the SMBC Annual Meeting?

Shareholders will vote on three main proposals: the election of four directors, an advisory (non-binding) vote on executive compensation (Say on Pay), and the ratification of Forvis Mazars, LLP as the independent auditors for the fiscal year ending June 30, 2026.

Who are the new director nominees for Southern Missouri Bancorp?

The Board of Directors has nominated Daniel L. Jones, Charles R. Love, Daniel P. McCoy, and Kenneth J. Bower. Mr. Love is nominated for a two-year term, while Mr. Jones, Mr. McCoy, and Mr. Bower are nominated for three-year terms.

Which directors are retiring from the Southern Missouri Bancorp Board?

Directors Sammy A. Schalk, who has served for 25 years, and William Young will be retiring from the Board of Southern Missouri Bancorp and Southern Bank after this year's annual meeting.

What is the record date for voting at the SMBC Annual Meeting?

The record date for determining shareholders entitled to notice of and to vote at the Annual Meeting is the close of business on August 29, 2025.

How many shares of Southern Missouri Bancorp common stock were outstanding on the record date?

As of the August 29, 2025 record date, there were 11,290,667 shares of Southern Missouri Bancorp common stock issued and outstanding.

What is the beneficial ownership percentage of FMR LLC in Southern Missouri Bancorp?

FMR LLC beneficially owns 810,171 shares, representing 7.17% of Southern Missouri Bancorp's common stock outstanding as of August 29, 2025.

What is the impact of abstentions and broker non-votes on director elections for SMBC?

For director elections, abstentions will have the same effect as a vote 'Against' a nominee, while broker non-votes will have no effect on the vote with respect to a nominee.

Is the 'say on pay' vote binding on the Southern Missouri Bancorp Board of Directors?

No, the 'say on pay' vote on executive compensation is advisory and non-binding on the Southern Missouri Bancorp Board of Directors.

Where can shareholders access Southern Missouri Bancorp's proxy materials online?

Shareholders can access Southern Missouri Bancorp's proxy statement, annual report to shareholders, and other proxy materials online at http://www.edocumentview.com/SMBC.

Industry Context

Southern Missouri Bancorp, Inc. operates within the community banking sector, characterized by a focus on local markets and personalized customer service. The industry faces ongoing challenges from larger national banks, fintech disruptors, and evolving regulatory landscapes. Trends include digital transformation, consolidation, and a continued emphasis on relationship banking.

Regulatory Implications

As a financial institution, SMBC is subject to extensive regulation by federal and state authorities, including the Federal Reserve and the FDIC. Compliance with these regulations is critical to maintaining operations and avoiding penalties. Changes in banking laws or increased regulatory scrutiny could impact profitability and operational flexibility.

What Investors Should Do

  1. Review Director Nominee Biographies
  2. Evaluate Executive Compensation Disclosures
  3. Confirm Auditor Ratification
  4. Vote Proxies Promptly

Key Dates

Glossary

DEF 14A
A Schedule 14A filing with the SEC, also known as a Proxy Statement, which provides information to shareholders regarding matters to be voted on at an annual or special meeting. (This document is the Proxy Statement for Southern Missouri Bancorp, Inc.'s annual meeting.)
Say on Pay Vote
An advisory, non-binding shareholder vote on executive compensation. (Shareholders will have the opportunity to vote on the company's executive compensation practices.)
Record Date
A specific date set by the company to determine which shareholders are eligible to vote at a shareholder meeting. (August 29, 2025, is the Record Date for the October 20, 2025 Annual Meeting.)
Quorum
The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A majority of outstanding shares must be present (in person or by proxy) for the Annual Meeting to proceed.)
Broker Non-Vote
A vote that a broker holding shares in 'street name' cannot cast because the broker has not received voting instructions from the beneficial owner and does not have discretionary authority to vote on the matter. (Broker non-votes will not have an effect on the election of directors or the auditor ratification proposal.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a previous year's annual report. However, it does mention the retirement of long-serving directors Sammy A. Schalk and William Young, indicating a transition in board leadership. The proposals being voted on are standard for an annual meeting, including director elections, executive compensation review, and auditor ratification.

Filing Stats: 4,792 words · 19 min read · ~16 pages · Grade level 9.9 · Accepted 2025-09-19 16:54:05

Filing Documents

From the Filing

SOUTHERN MISSOURI BANCORP, INC. 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 SOUTHERN MISSOURI 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 the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 September 19, 2025 Dear Fellow Shareholder: On behalf of the Board of Directors and management of Southern Missouri Bancorp, Inc., we cordially invite you to attend the 2025 Annual Meeting of Shareholders. The meeting will be held at 9:00 a.m. local time, on October 20, 2025, at our corporate headquarters, located at 2991 Oak Grove Road, Poplar Bluff, Missouri. The matters expected to be acted upon at the meeting are described in the attached proxy statement. A proxy card enabling you to vote without attending the meeting is enclosed. In addition, we will report on our progress during the past year. We encourage you to attend the meeting in person. Whether or not you plan to attend, however, please read the enclosed proxy statement and then vote by internet, telephone or mail as promptly as possible . This will save us the additional expense in soliciting proxies and will ensure that your shares are represented at the annual meeting. In accordance with the rules of the Securities and Exchange Commission, our proxy statement, proxy card and annual report to shareholders are available on the Internet at http://www.edocumentview.com/SMBC. Your Board of Directors and management are committed to the continued success of Southern Missouri Bancorp, Inc., and the enhancement of your investment. As Chairman and Chief Executive Officer, I want to express my appreciation for your confidence and support. Chairman and Chief Executive Officer Sincerely, /s/Greg A. Steffens Greg A. Steffens Chairman and Chief Executive Officer SOUTHERN MISSOURI BANCORP, INC. 2991 Oak Grove Road Poplar Bluff, Missouri 63901 (573) 778-1800 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on October 20, 2025 Notice is hereby given that the annual meeting of shareholders of Southern Missouri Bancorp, Inc. will be held at our corporate headquarters, located at 2991 Oak Grove Road, Poplar Bluff, Missouri, on October 20, 2025, at 9:00 a.m. local time. A proxy card and a proxy statement for the annual meeting are enclosed. The annual meeting is for the purpose of considering and voting on the following proposals: Proposal I. Election of four directors of Southern Missouri Bancorp, three for a term of three years and one for a term of two years; Proposal II. An advisory (non-binding) vote on executive compensation, commonly referred to as a "say on pay" vote; and Proposal III. Ratification of the appointment of Forvis Mazars, LLP as Southern Missouri Bancorp's independent auditors for the fiscal year ending June 30, 2026. Shareholders also will transact such other business as may properly come before the annual meeting, or any adjournment or postponement thereof. As of the date of this notice, we are not aware of any other business to come before the annual meeting. The Board of Directors has fixed the close of business on August 29, 2025, as the record date for the annual meeting. This means that shareholders of record at the close of business on that date are entitled to receive notice of and to vote at the meeting and any adjournment or postponement thereof. Shareholders have a choice of voting by Internet or by telephone, by mailing a completed proxy card or by submitting a ballot in person at the Annual Meeting. Regardless of the number of shares you own, your vote is very important. Please act today to ensure that your shares are represented at the meeting. BY ORDER OF THE BOARD OF DIRECTORS /s/Charles R. Love Charles R. Love Secretary Poplar Bluff, Missouri September 19, 2025 ii SOUTHERN MISSOURI BANCORP, INC. 2991 Oak Grove Road Poplar Bluff, Missouri 63901 (573) 778-1800 IMPORTANT NOTICE: Internet Availability of Proxy Materials for the Shareholders' Meeting To Be Held on October 20, 2025. These proxy materials are also available to you on the Internet. You are encouraged to review all of the information contained in the proxy materials before voting. The Company's Proxy Statement, Annual Report to Shareholders and other proxy materials are available at http://www.edocumentvie

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