Eagle Bancorp Montana (EBMT) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on April 24, 2025, to vote on director elections, auditor ratification, executive compensation, a new stock incentive plan, and the frequency of future say-on-pay votes.

• The Board unanimously recommends approval of all proposals and the election of its director nominees.

• Shareholders of record as of March 7, 2025, are eligible to vote, with 7,977,177 shares outstanding.

Voting matters and shareholder proposals

• Proposals include electing three directors for three-year terms, ratifying Moss Adams LLP as auditor, advisory votes on executive compensation and its frequency, and approving the 2025 Stock Incentive Plan.

• The Board recommends annual say-on-pay votes and provides procedures for shareholder nominations and proposals for future meetings.

• Voting can be done online, by phone, mail, or in person, with specific instructions for shares held in street name.

Board of directors and corporate governance

• The Board consists of 11 members, with a majority deemed independent under Nasdaq rules.

• Three standing committees: Audit, Compensation, and Nominating, all composed of independent directors.

• Board leadership is separated between an independent Chair and the CEO, with a focus on independent oversight.

• Five of eleven directors are female; none self-identify as underrepresented minorities.