Auburn National Bancorporation (AUBN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 13, 2025, to vote on director elections, executive compensation, amendment to limit officer liability, auditor ratification, and other business.

• Shareholders of record as of March 17, 2025, are eligible to vote; proxy materials and annual report are available online.

• Board recommends voting for all proposals, including annual say-on-pay and amendment to Certificate of Incorporation.

Voting matters and shareholder proposals

• Election of 11 directors for one-year terms.

• Advisory vote on executive compensation (say-on-pay) and on frequency of such votes, with Board recommending annual frequency.

• Proposal to amend Certificate of Incorporation to limit officer liability as permitted by Delaware law.

• Ratification of Elliott Davis LLC as independent auditor for 2025.

• Shareholder proposals for 2026 meeting must be received by December 4, 2025.

Board of directors and corporate governance

• All 11 director nominees are current directors, with diverse backgrounds in business, academia, and community leadership.

• Board leadership structure allows flexibility in combining or separating Chairman and CEO roles; lead independent director identified.

• Eight of nine directors are independent under Nasdaq standards; independent directors meet at least semi-annually.

• Committees include Audit, Compensation, Nominating & Corporate Governance, and Executive; some committees dissolved in 2025 to streamline governance.

• Code of Conduct and Ethics applies to all directors, officers, and employees; available on company website.