ACNB (ACNB) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 5, 2026, to be held virtually, with shareholders able to vote online or by proxy card.

• Key business includes director elections, executive compensation vote, amendments to articles of incorporation, employee stock purchase plan, and auditor ratification.

• Proxy materials, annual review, and annual report are available online for shareholder review.

Voting matters and shareholder proposals

• Election of four Class 3 Directors for three-year terms.

• Non-binding advisory vote on executive compensation (Say-on-Pay).

• Amendment to increase authorized common stock from 20M to 40M shares.

• Amendment to authorize uncertificated shares.

• Approval and ratification of Employee Stock Purchase Plan.

• Ratification of Crowe LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of 14 members, majority independent under SEC and Nasdaq standards.

• Mandatory retirement for directors at age 72; two directors retiring at the meeting.

• Separate roles for Chairman and CEO; Chairman is independent.

• Four standing committees: Audit, Executive, Compensation, and Nominating, all with independent members.

• Shareholder communications and nomination processes are formalized.