CNB Financial Corporation (CCNE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 21, 2026, to be held virtually, with shareholders voting on director elections, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay, and for auditor ratification.

• Proxy materials include the proxy statement, 2025 annual report, and Form 10-K for 2025.

Voting matters and shareholder proposals

• Shareholders will elect four Class 1 directors (three-year terms), one Class 2 director (two-year term), and one Class 3 director (one-year term).

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (Board recommends annual).

• Ratification of Forvis Mazars, LLP as independent registered public accounting firm for 2026.

• Shareholder proposals for the 2027 annual meeting must be received by November 16, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board set at 13 members, classified into three classes; majority are independent per NASDAQ rules.

• Board leadership is separated between CEO and Chairperson to enhance independence.

• Committees include Audit, Executive Compensation and Personnel, and Corporate Governance/Nominating, all with independent members.

• Board and committee attendance exceeded 75% for all directors in 2025.

• Director education and skills development are ongoing, with formal training on regulatory and cybersecurity topics.