Oak Valley Bancorp (OVLY) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 16, 2026, to elect four directors and ratify the appointment of RSM US LLP as independent auditor for 2026.

• Shareholders of record as of April 22, 2026, are entitled to vote; 8,413,458 shares outstanding.

• Proxy materials are primarily distributed electronically, with options for paper copies.

• Voting can be done online, by phone, mail, or in person at the meeting.

Voting matters and shareholder proposals

• Four director nominees up for election: Christopher M. Courtney, Lynn R. Dickerson, Allison C. Lafferty, and Terrance P. Withrow, each for a term expiring in 2029.

• Ratification of RSM US LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Board recommends voting FOR all nominees and auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by December 30, 2026.

Board of directors and corporate governance

• Board consists of 12 directors, majority independent as per Nasdaq rules.

• Board divided into three classes with staggered three-year terms.

• Six standing committees: Nominating, Audit, Compensation, Loan, Investment, and CRA, all chaired by independent directors.

• Annual board and committee self-evaluations conducted.

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

• Board encourages, but does not require, director attendance at annual meetings.