Burke & Herbert Financial Services (BHRB) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with shareholders voting on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• Shareholders of record as of April 10, 2026, are entitled to vote, with 15,046,137 shares outstanding.

• The Board recommends voting for all director nominees, for Crowe LLP as auditor, for the say-on-pay proposal, and for a triennial say-on-pay frequency.

• Proxy materials are available online, and shareholders are encouraged to vote electronically for efficiency and security.

Voting matters and shareholder proposals

• Four main proposals: election of 14 directors, ratification of Crowe LLP as auditor, advisory approval of executive compensation, and advisory vote on say-on-pay frequency.

• Shareholders can choose say-on-pay frequency of one, two, or three years; Board recommends every three years.

• Shareholder proposals for the 2027 meeting must be received by December 31, 2026, for proxy inclusion.

Board of directors and corporate governance

• 14 director nominees, including three new nominees (two contingent on the LNKB merger).

• Board leadership combines CEO and Chair roles, with a Vice Chair for independent oversight.

• Majority of directors are independent under NASDAQ rules; Board diversity includes four female and ten male nominees.

• Committees include Audit, Compensation, Nominating and Governance, and Enterprise Risk Management.

• Directors are expected to attend annual meetings; all attended in 2025.