CNB Financial Corporation (CCNE) Proxy Filing summary

Executive summary

• ISS recommends voting in favor of issuing common stock for the merger with ESSA Bancorp, approving the 2025 Omnibus Incentive Plan, and the say-on-pay proposal at the upcoming annual meeting.

• The annual meeting is scheduled for April 15, 2025, with shareholders of record as of February 18, 2025, eligible to participate and vote.

• Forward-looking statements highlight risks related to the merger, including regulatory approvals, integration challenges, and market conditions.

Voting matters and shareholder proposals

• Proposals include issuing shares for the ESSA merger, approving the 2025 Omnibus Incentive Plan, and a non-binding say-on-pay resolution.

• ISS, a leading proxy advisory firm, recommends shareholders vote in favor of all proposals.

Board of directors and corporate governance

• Directors, executive officers, and employees may participate in proxy solicitation for the merger.

• Information about directors and executive officers is available in the joint proxy statement/prospectus.