Bar Harbor Bankshares (BHB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, with key proposals including director elections, executive compensation, auditor ratification, and an amendment to increase authorized shares.

• The company emphasizes consistent strategy, risk management, and adaptability to industry changes, with a focus on responsible corporate citizenship and environmental impact reduction.

• Shareholder engagement and voting are encouraged, with multiple methods available for proxy voting.

Voting matters and shareholder proposals

• Shareholders will vote on electing 10 directors for one-year terms, a non-binding advisory vote on executive compensation, ratification of RSM US LLP as auditor, and an amendment to increase authorized shares from 20M to 30M.

• The board recommends voting in favor of all proposals.

• Voting rights are one vote per share; cumulative voting is not permitted.

• Shareholder proposals and director nominations must follow specific procedures and deadlines.

Board of directors and corporate governance

• The board consists of 10 nominees, 90% of whom are independent, with diverse backgrounds in law, finance, community service, and business.

• Board committees include Executive, Audit, Compensation and Human Resources, Governance, and Board Risk, each with defined responsibilities and independent leadership.

• The board follows the Investor Stewardship Group’s governance principles, emphasizing accountability, diversity, and shareholder engagement.

• Directors are elected annually, and the board regularly reviews its composition and leadership structure.