Norwood Financial (NWFL) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 28, 2026, to elect three directors, ratify the appointment of S.R. Snodgrass, P.C. as independent auditors for 2026, and approve a non-binding advisory resolution on executive compensation.

• Shareholders of record as of March 18, 2026, are entitled to vote, with multiple voting methods available including online, phone, and mail.

• Proxy materials, including the Annual Report and Form 10-K for 2025, are available online, and shareholders are encouraged to vote even if not attending.

Voting matters and shareholder proposals

• Three director nominees are up for election for three-year terms: Kevin M. Lamont, Dr. Kenneth A. Phillips, and Jeffrey S. Gifford.

• Proposal to ratify S.R. Snodgrass, P.C. as independent auditors for 2026.

• Advisory vote on executive compensation (say-on-pay) is non-binding but will be considered in future decisions.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• The board consists of 13 members divided into three classes, with a majority deemed independent under Nasdaq standards.

• The board is chaired by an independent director, with committees for audit, compensation, and nominations, all composed of independent directors.

• The board emphasizes diversity, integrity, and local market knowledge in director selection.

• Directors are encouraged, but not required, to attend the annual meeting; all attended in 2025.