ACNB (ACNB) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 6, 2025, to elect four Class 1 Directors, conduct a non-binding vote on executive compensation, ratify Crowe LLP as independent auditor, and address other business.

• Proxy materials include the 2024 Annual Review and Form 10-K, with voting available by mail, internet, or phone.

• Acquisition of Traditions Bancorp, Inc. closed in February 2025, expected to enhance scale and product offerings.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class 1 Directors for three-year terms, a non-binding say-on-pay proposal, and ratification of Crowe LLP as auditor.

• Shareholder proposals for the 2026 meeting must be received by December 1, 2025, and comply with SEC rules.

• Universal proxy rules require notice for alternative director nominees by March 7, 2026.

Board of directors and corporate governance

• Board consists of 14 members, with a majority meeting SEC and Nasdaq independence standards.

• Separate roles for Chairman and CEO; only independent directors serve on key committees.

• Board committees include Audit, Executive, Compensation, and Nominating, all with independent members.

• Directors are expected to attend at least 75% of meetings and the annual meeting.

• Code of Ethics, anti-hedging, and insider trading policies are in place.