51 unchanged sentences
A copy of the Company’s Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.
−Removed: On January 21, 2025, the Board approved and adopted the Third Amended and Restated Bylaws of the Company (as so amended, the “Bylaws”).
−Removed: The amendments include the following principal changes as it relates to shareholder proposals and nominees for Director:
−Removed: Advance Notice – Shareholder Proposals.
−Removed: The amendments modify the existing advance notice disclosure requirements contained in the Bylaws to require that a shareholder proposing business for consideration at an annual meeting must provide (i) certain additional information about the shareholder and, if applicable, the beneficial owner on whose behalf the behalf the business is submitted, and any interest such shareholder or owner has in the business submitted;
−Removed: (ii) the text of the proposal or business to be presented;
−Removed: (iii) information required to be provided pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
−Removed: and (iv) certain representations as to whether the submitting shareholder or beneficial owner is part of a group that intends to deliver or solicit proxies from the requisite number of shareholders to adopt the proposal or pass the business submitted for consideration.
−Removed: Advance Notice – Shareholder Nominees for Director .
−Removed: The amendments add a provision to clarify and expand the advance notice requirements for a shareholder nominating a candidate or candidates for election as director of the Company.
−Removed: The Bylaws require that such nominations by a shareholder be made pursuant to a notice delivered to the Secretary of the Company not less than 60 days nor more than 90 days prior the first anniversary of the preceding year’s annual meeting, or as otherwise noted if the annual meeting date has changed by more than 30 days before or after such anniversary date or in the case of a special meeting.
−Removed: The notice must set forth, among other matters, (a) as to each nominee, (i) all information relating to the nominee that is required to be disclosed pursuant to Regulation 14A under the Exchange Act;
−Removed: (ii) the class and number of shares of the Company that are beneficially owned by the nominee;
−Removed: and (iii) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons pursuant to which the nominations are to be made;
−Removed: and (b) as to such shareholder, (i) the name and address of such shareholder and the beneficial owner, if any, on whose behalf the nomination is made;
−Removed: and (ii) the class and number of shares of the Company that are beneficially owned by such shareholder and the beneficial owner, if any, on whose behalf the nomination is made, and any material interest of such shareholder and owner.
−Removed: The chairperson of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the Bylaws and declare that the defective nomination shall be disregarded.
−Removed: Conduct of Nominations and Proposals by Shareholders .
−Removed: The amendments to the Bylaws also clarify that if a shareholder submitting a notice for proposed business or director nominee (or a qualified representative of the shareholder) does not appear at the meeting of shareholders to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted.
−Removed: In addition, a shareholder submitting notice of proposed business or a director nominee must also comply with all applicable Exchange Act requirements, and nothing in the Bylaws affects the rights of a shareholder to request inclusion of a proposal in the Company’s proxy statement under Rule 14a-8 under the Exchange Act.
−Removed: The foregoing description of the Bylaws, as amended, is qualified in its entirety by the Bylaws, which are attached to this Annual Report Form 10-K as Exhibit 3.5.
EXECUTIVE COMPENSATION
21 unchanged sentences
Total 249,884 $ 42.20 745,317
−Removed: (1) Amount disclosed relates to awards issued and outstanding under the Amended and Restated Omnibus Stock and Performance Compensation Plan (the “Prior Plan”) and the 2023 Omnibus Stock and Performance Compensation Plan (the "2023 Omnibus Plan").
+Added: (1) Amount disclosed relates to awards issued and outstanding under the Amended and Restated Omnibus Stock and Performance Compensation Plan (the “Prior Plan”) and the 2023 Omnibus Stock and Performance Compensation Plan
+Added: (the "2023 Omnibus Plan").
The 2023 Omnibus Plan was approved by the Board of Directors in February 2023 and adopted by the Company's stockholders at the 2023 Annual Meeting of Shareholders.
−Removed: (2) Includes restricted stock units, restricted stock, SARs, and performance-based stock.
+Added: (2) Includes restricted stock units, restricted stock, and performance-based stock.
Performance-based stock is included assuming 100% attainment of the targets.
16 unchanged sentences
3.3 Articles of Merger of Cass Commercial Corporation, incorporated by reference to Exhibit 3.1 to the quarterly report on Form 10-Q for the quarter ended September 30, 2006.
−Removed: 3.4 Second Amended and Restated Bylaws of Registrant, incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed with the SEC on July 21, 2016.
3.4 Third Amended and Restated Bylaws of Registrant, incorporated by reference to Exhibit 3.1 to the current report on 8-K, filed with the SEC on January 24, 2025.
13 unchanged sentences
2023 Omnibus Stock and Performance Compensation Plan, incorporated by reference to Exhibit 10.3 to the quarterly report on Form 10-Q for the quarter ended March 31, 2023.*
−Removed: 10.10 Form of Restricted Stock Unit Award Agreement for Employees under the Cass Information Systems, Inc.
−Removed: 2023 Omnibus Stock and Performance Compensation Plan, incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on January 24, 2025.*
−Removed: 19 Insider Trading Policy
+Added: 10.10 Form of Restricted Stock Award Agreement for Employees under the Cass Information Systems, Inc.
+Added: 2023 Omnibus Stock and Performance Compensation Plan, incorporated by reference to Exhibit 10.
+Added: 1 to the current report on Form 8-K, filed with the SEC on January 24, 2025 .*
+Added: 10.11 Exhibit 10.11 Form of Restricted Stock Award Agreements for Non-Employee Directors.
+Added: 10.12 Description of Cass Information Systems, Inc.
+Added: Profit Sharing Program, incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q for the quarter ended June 30, 2025*
+Added: 19 Insider Trading Policy incorporated by reference to Exhibit 19 to the yearly report on Form 10-K for the year ended December 31, 202 4 *
21 Subsidiaries of registrant.
7 unchanged sentences
97 Cass Information Systems, Inc.
−Removed: Clawback Policy , incorporated by reference to Exhibit 97 to the annual report on Form 10-K for the year ended December 31, 20 23 .
+Added: Clawback Policy
101.INS XBRL Instance Document.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.