Farmers National Banc (FMNB) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 17, 2025, with shareholders able to vote and submit questions online.

• Key proposals include electing three Class III directors, an advisory vote on executive compensation, and ratification of Crowe LLP as auditor.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on three Class III directors for terms expiring in 2028, a non-binding say-on-pay resolution, and ratification of Crowe LLP as the independent auditor for 2025.

• The record date for voting is March 4, 2025, with 37,614,636 shares outstanding.

• Shareholder proposals for the 2026 meeting must be received by November 18, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of 13 members, with 12 considered independent under NASDAQ rules.

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

• The Board has a majority-withheld vote policy for director elections and considers diversity broadly in director nominations.

• Directors are expected to attend all meetings, and all attended the 2024 annual meeting virtually.