Auburn National Bancorporation (AUBN) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 12, 2026, to elect 12 directors, approve executive compensation, and ratify the independent auditor.

• Shareholders of record as of March 23, 2026, are eligible to vote; voting can be done online, by phone, mail, or in person.

• Board recommends voting FOR all proposals, including director nominees, say-on-pay, and auditor ratification.

Voting matters and shareholder proposals

• Three main proposals: election of 12 directors, advisory vote on executive compensation, and ratification of Elliott Davis LLC as auditor for 2026.

• Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 3, 2026, to be considered.

Board of directors and corporate governance

• Board consists of 12 directors, with nine deemed independent under Nasdaq standards.

• Lead independent director role held by Anne M. May, responsible for executive sessions and liaison duties.

• Board committees include Audit, Compensation, Nominating & Corporate Governance, and Executive Committees.

• Nominating process emphasizes diversity, independence, and relevant expertise; no shareholder nominees for 2026.

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

• Insider Trading Policy prohibits speculative trading and requires pre-clearance for trading plans.