Fidelity D & D Bancorp (FDBC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 5, 2026, to elect three Class B directors, ratify the independent auditor, and address other business.

• Shareholders of record as of March 11, 2026, are eligible to vote in person or by proxy via internet, phone, or mail.

• Proxy materials, including the 2025 Annual Report, are available online and by request.

Voting matters and shareholder proposals

• Proposals include electing three Class B directors for three-year terms and ratifying Wolf & Company, P.C. as the independent auditor for 2026.

• Shareholders may submit proposals for the 2027 meeting by November 25, 2026, and director nominations by March 5, 2027.

• No cumulative voting; each share equals one vote.

Board of directors and corporate governance

• Board consists of ten members, with a majority meeting Nasdaq independence standards.

• Separate roles for CEO and Chairman to enhance governance.

• Five standing committees: Executive, Compensation, Audit, Governance, and Nominating; all committee members are independent.

• Directors are classified into three classes with staggered three-year terms.

• Board emphasizes diversity, integrity, and experience in director nominations.

• Code of Ethics applies to all directors, officers, and employees.