Bogota Financial (BSBK) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, to elect directors, ratify auditor, and hold advisory votes on executive compensation and its frequency.

• Voting available by mail, Internet, or phone; record date is March 20, 2026.

• Majority ownership by MHC ensures quorum and outcome of all votes.

Voting matters and shareholder proposals

• Election of two directors for three-year terms.

• Ratification of S.R. Snodgrass, P.C. as independent auditor for 2026.

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

• Procedures for shareholder proposals and director nominations outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of five members, all independent except the CEO.

• Board leadership separates Chairman and CEO roles to enhance oversight.

• Three standing committees: Audit, Compensation, and Governance/Nominating, all with independent members.

• Criteria for director nominees include experience, integrity, diversity, and independence.

• Code of Ethics for Senior Officers and insider trading policy in place.