and collectively, the “Scott Family Shareholder Nominees”), with the total number of Scott Family
Shareholder Nominees that the Scott Family shareholders are entitled to designate being decreased
from time to time based on the aggregate percentage ownership of the Scott Family members party to
the agreement. Based on the beneficial ownership of the Scott Family (including, but not limited to,
the Scott Family Shareholder Group identified in the beneficial ownership table included below) as of
March 26, 2025, members of the Scott Family currently have the right under the Scott Family
Stockholder Agreement to designate up to three individuals to be Scott Family Shareholder Nominees;
once their aggregate percentage ownership decreases below 5%, the designation rights expire.
Provided the Scott Family Shareholder Nominees satisfy the requirements of the Scott Family
Stockholder Agreement, the agreement requires the Company to include each Scott Family Shareholder
Nominee to which the Scott Family shareholders are entitled to designate on the Company’s slate of
nominees for election as directors at any applicable meeting of shareholders at which directors are to
be elected and, to the fullest extent permitted by applicable law, use its reasonable best efforts to
cause each such Scott Family Shareholder Nominee to be elected and maintained in office as a
director. The Scott Family Stockholder Agreement also provides that if a Scott Family Shareholder
Nominee resigns or is otherwise unavailable to serve as a director, the Scott Family shareholders shall
have the exclusive right to designate a new Scott Family Shareholder Nominee for so long as the Scott
Family shareholders have the right to designate a Scott Family Shareholder Nominee.
As of the date of this proxy statement, James R. Scott, Jonathan R. Scott and John M. Heyneman, Jr.
serve on the Board and have been previously designated as Scott Family Shareholder Nominees in
accordance with the Scott Family Stockholder Agreement. Pursuant to the Scott Family Stockholder
Agreement, Jeremy P. Scott is a new director nominee that has been designated by the Scott Family to
be nominated for election at the 2025 annual meeting to serve on the Board in lieu of Jonathan R.
Scott, an incumbent Class I director who has decided not to stand for re-election at the annual
meeting. In addition, James R. Scott entered into an agreement with the Board in April 2024, pursuant
to which the Board agreed to nominate Mr. Scott for re-election at the 2024 annual meeting held in
May 2024, contingent upon Mr. Scott’s resignation as a director effective at the 2025 annual meeting of
shareholders. Following Mr. Scott’s resignation at the 2025 annual meeting, the Scott Family is
expected to designate a new Scott Family Shareholder Nominee in accordance with the terms and
conditions of the Scott Family Stockholder Agreement. Notwithstanding the foregoing, each designee
of the Scott Family to be nominated as a director must meet the director qualification and eligibility
criteria of the Governance and Nominating Committee of the Board.
The Governance and Nominating Committee will also consider director candidates recommended for
nomination by our shareholders, so long as such recommendations and nominations comply with the
procedures set forth in our bylaws. The Governance and Nominating Committee will assess such
candidates in the same manner as candidates recommended to the committee from other sources and
using the same qualification and eligibility criteria described above. Shareholders may recommend
candidates by writing to our Corporate Secretary at our headquarters, 401 N. 31st Street, Billings,
Montana 59101, giving the candidate’s name, contact information, biographical data, and
qualifications, and otherwise following the requirements set forth in the Company’s bylaws. A written
statement from the candidate consenting to be named as a candidate and, if nominated and elected,
to serve as a director should accompany any such recommendation. See “Shareholder Proposals” and
“Shareholder Communications with the Board” contained herein for additional information.
Political Contributions and Public Advocacy
Our Code of Business Conduct prohibits making contributions on behalf of the Company to political
parties, PACs, political candidates, or holders of public office.
The Company believes that responsible corporate citizenship demands a commitment to a healthy and
informed democracy through civic and community involvement. Our business is subject to extensive
laws and regulations at the international, federal, state and local levels, and changes to such laws can
significantly affect how we operate, our revenues and the costs we incur. The Company engages in
responsible corporate citizenship by membership in certain trade associations, which support their
member companies by offering education, public policy advocacy, networking, and advancement of
issues important to the financial services industry, as well as the business community generally. Given
the diversity of interests, viewpoints, and broad membership represented by these trade associations,
their positions may not always reflect the Company’s values.
