Community Trust Bancorp (CTBI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 28, 2026, with proposals to elect ten directors, ratify BDO USA, P.C. as auditor, and approve executive compensation on an advisory basis.

• Only shareholders of record as of February 27, 2026, are entitled to vote; cumulative voting rights apply for director elections.

• Proxy materials are distributed by mail and electronically, with voting available by mail, phone, or internet.

Voting matters and shareholder proposals

• Proposals include election of ten directors, ratification of BDO USA, P.C. as auditor for 2026, and advisory approval of executive compensation.

• Shareholders may submit proposals for the 2027 meeting by December 2, 2026, for inclusion in the proxy statement.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of ten nominees, with eight deemed independent under Nasdaq standards; lead independent director presides over executive sessions.

• Combined Chairman and CEO role is maintained for strategic alignment; directors must retire at age 75.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Risk and Compliance, Executive, and Corporate Retirement and Employee Benefit Committees.

• Board and committee performance, as well as succession planning, are reviewed annually.