Farmers National Banc (FMNB) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 16, 2026, with shareholders able to vote and submit questions online.

• Key items for shareholder vote include election of four Class I directors, advisory approval of executive compensation, ratification of Crowe LLP as auditor, and approval of the 2026 Equity Incentive Plan.

• The Board recommends voting in favor of all proposals and director nominees.

• The record date for voting eligibility is February 25, 2026, with 37,738,759 shares outstanding.

Voting matters and shareholder proposals

• Four Class I directors are nominated for three-year terms expiring in 2029.

• Advisory vote on executive compensation (Say-on-Pay) is non-binding but will inform future decisions.

• Proposal to ratify Crowe LLP as independent auditor for 2026.

• Proposal to approve the 2026 Equity Incentive Plan, authorizing 1,000,000 shares for awards.

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

Board of directors and corporate governance

• The Board consists of 13 members, 12 of whom are independent under NASDAQ rules.

• Board committees include Audit, Compensation, Corporate Governance and Nominating, Board Enterprise Risk Management, and Executive.

• Board diversity is considered in nominations, with one gender-diverse and one underrepresented minority director.

• Directors are expected to attend all meetings; all but two attended the 2025 annual meeting.

• A Majority Withheld Vote Policy requires directors receiving more withheld than for votes to tender resignations.