CB Financial Services (CBFV) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, to elect three directors, ratify the auditor, and hold a say-on-pay vote.

• Shareholders of record as of March 28, 2025, are eligible to vote in person, by mail, phone, or online.

• Board and management encourage all shareholders to participate in the voting process.

Voting matters and shareholder proposals

• Three directors nominated for three-year terms: Jonathan A. Bedway, Charles R. Guthrie, CPA, and John H. Montgomery.

• Ratification of Forvis Mazars, LLP as independent auditor for fiscal 2025.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Shareholder proposals and nominations for the 2026 meeting must be submitted by specified deadlines.

Board of directors and corporate governance

• Board consists of nine members, with a majority being independent.

• Board committees include Audit, Compensation, and Nominating/Corporate Governance, all with independent members.

• Directors are evaluated on attendance, performance, and adherence to governance standards.

• Code of ethics and business conduct applies to all directors, officers, and employees.