ACNB (ACNB) investor relations material

Executive summary

• Annual Meeting scheduled for May 5, 2026, to be held virtually, with shareholders able to participate online and vote electronically or by mail.

• Key proposals include election of four Class 3 Directors, non-binding vote on executive compensation, amendments to increase authorized shares and authorize uncertificated shares, approval of an Employee Stock Purchase Plan, and ratification of the external auditor.

• Shareholders of record as of March 9, 2026, are entitled to vote; quorum and majority voting requirements apply for all proposals.

Voting matters and shareholder proposals

• Four Class 3 Directors nominated for three-year terms: Kimberly S. Chaney, Frank Elsner III, James P. Helt, and John M. Polli.

• Non-binding advisory vote on executive compensation (Say on Pay) included.

• Proposal to amend Articles of Incorporation to increase authorized common stock from 20 million to 40 million shares.

• Proposal to authorize issuance of uncertificated shares.

• Proposal to approve and ratify the Employee Stock Purchase Plan, reserving 300,000 shares for employee purchase.

• Ratification of Crowe LLP as independent registered public accounting firm for 2026.

Board of directors and corporate governance

• Board consists of 14 members, with a majority meeting independence standards; two directors retiring due to mandatory retirement age.

• Separate roles for Chairman and CEO; independent Chairman.

• Four standing committees: Audit, Executive, Compensation, and Nominating, all with independent members.

• Shareholder communications and nomination processes are formalized; Code of Ethics and anti-hedging/pledging policies in place.