QUESTIONS AND ANSWERS ABOUT
THE ANNUAL MEETING, THESE PROXY MATERIALS, AND VOTING YOUR SHARES
Why did I receive these proxy materials?
You received our proxy statement, annual report and Annual Report on Form
10-K
(collectively,
Annual Report
), or notice of internet availability of the foregoing, as applicable, because UMBs Board of Directors (the
Board
) is soliciting your proxy to vote at the Annual Meeting. This proxy statement
contains information that we are required to provide you under the rules of the U.S. Securities and Exchange Commission (the
SEC
) and is intended to assist you in voting your shares.
What is a proxy?
A proxy is your grant
of authority to another person to vote your shares. The person granted this authority is also called a proxy. When you designate a proxy, you may direct the proxy how to vote your shares.
Who may vote at the Annual Meeting?
Shareholders of record at the close of business on the record date may vote at the Annual Meeting. As of the record date, 49,052,126 shares of
UMB stock were issued and outstanding and, therefore, eligible to be voted at the Annual Meeting. Each share of UMB stock is entitled to one vote.
Who
is a shareholder of record or a beneficial owner?
Shareholders of record
or
record holders
have
shares of UMB stock registered in their names, either in book entry or certificate form, with our transfer agent, Computershare Trust Company.
Beneficial owners
, in contrast, own shares of UMB stock that are held in street
name through a broker, bank, or other nominee.
Beneficial owners generally cannot vote their shares directly and must instead
instruct their brokers, banks, or other nominees how to vote the shares. If you are a beneficial owner of UMB stock, your proxy is being solicited through your broker, bank, or other nominee.
What are my voting rights?
You may vote
FOR
or
WITHHOLD
on the nominees under Proposal #1. You may vote
FOR
,
AGAINST
, or
ABSTAIN
on Proposals #2 and #3.
Cumulative voting will apply in connection with Proposal #1election of directors.
See
What vote is required for each
proposal?
later in this section. Cumulative voting will not apply in connection with any other proposal at the Annual Meeting.
If you are a beneficial owner of shares, and you do not provide instruction to your broker, bank, or other nominee, your broker, bank or other
nominee is not permitted to vote your shares on certain proposals.
See
What vote is required for each proposal?
later in this section.
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