Civista Bancshares (CIVB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 15, 2025, at BGSU Firelands College, Huron, Ohio.

• Proxy statement supplement issued to correct errors in the original proxy card; corrected version provided.

• Voting available online, by phone, mail, or live agent, with a unique control number for each shareholder.

Voting matters and shareholder proposals

• Election of twelve directors for one-year terms expiring in 2026.

• Advisory vote to approve executive compensation (say-on-pay) and to determine frequency of future say-on-pay votes, with board recommending annual votes.

• Proposal to amend regulations granting the board authority for limited future amendments as permitted by Ohio law.

• Ratification of Plante & Moran, PLLC as independent auditor for fiscal year ending December 31, 2025.

• Board recommends voting FOR proposals 1, 2, 4, and 5.

Board of directors and corporate governance

• Twelve nominees listed for election to the board, each to serve a one-year term.

• Proxy authorizes named proxies to vote on other matters that may arise at the meeting.