LCNB (LCNB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 27, 2026, to be held virtually, with shareholders able to vote and submit questions online.

• Key items for shareholder action include election of four Class III directors, advisory say-on-pay vote, and ratification of the independent auditor.

• Shareholders of record as of March 2, 2026, are entitled to vote; cumulative voting rights are available if properly demanded.

• Proxy materials and annual report are available online, and proxies are revocable at any time before voting.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class III directors to serve until 2029.

• Advisory, non-binding say-on-pay vote on executive compensation is included.

• Ratification of Plante & Moran, PLLC as independent registered public accounting firm for 2026.

• Shareholder proposals for the 2027 meeting must be received by November 12, 2026, for inclusion in next year’s proxy.

Board of directors and corporate governance

• Board consists of eleven members divided into three classes with staggered three-year terms.

• Nominating & Corporate Governance Committee evaluates director candidates based on experience, diversity, and independence.

• All directors except the CEO and one director are considered independent under NASDAQ rules.

• Board leadership is separated between an independent Chairman and the CEO.

• Board committees include Audit, Compensation, Nominating, Trust, Pension, Loan, and Technology Committees.