Peoples Bancorp of North Carolina (PEBK) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2026, with a virtual-only format and record date of March 6, 2026.

• Key proposals include election of 10 directors, advisory approval of executive compensation, and ratification of the external auditor.

• Shareholders can vote by mail, phone, or internet, and participation instructions are provided for remote attendance.

• The company reported net earnings of $19.8 million for 2025, with total assets of $1.70 billion and deposits of $1.51 billion.

• Return on average assets was 1.17% and return on average equity was 13.33% for 2025.

Voting matters and shareholder proposals

• Shareholders will vote on electing 10 directors, approving executive compensation (say-on-pay), and ratifying Forvis Mazars, LLP as auditor.

• Shareholder proposals for the 2027 meeting must be received by November 25, 2026, for inclusion in proxy materials.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The board consists of 10 members, all considered independent under NASDAQ standards.

• Four standing committees: Executive, Governance, Audit and Enterprise Risk, and Compensation.

• The board is led by a non-employee chairman, with a structure designed for strong independent oversight.

• Directors attended 15 meetings in 2025, with all attending more than 75% of meetings.

• Shareholder nominations for directors must follow specific bylaw procedures.