Chemung Financial (CMHG) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 2, 2026, to be held virtually; record date is April 6, 2026.

• Shareholders will vote on director elections, executive compensation (Say-on-Pay), and auditor ratification.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• 4,819,440 shares of common stock are outstanding, each entitled to one vote.

Voting matters and shareholder proposals

• Four directors are nominated for three-year terms expiring in 2029: Richard E. Forrestel Jr., Stephen M. Lounsberry III, Anders M. Tomson, and G. Thomas Tranter Jr.

• Advisory vote on executive compensation (Say-on-Pay) is proposed, with Board recommending approval.

• Ratification of Crowe LLP as independent auditor for 2026 is recommended.

• No additional shareholder proposals will be considered at the 2026 meeting; deadlines for 2027 proposals are specified.

Board of directors and corporate governance

• Board consists of 13 members, divided into three classes with staggered three-year terms.

• Majority of directors are independent; CEO and Chairman roles are separated.

• Board refreshment emphasized, with over half of directors joining since 2016.

• Three standing committees: Audit, Nominating and Governance, and Compensation and Personnel, all comprised of independent directors.

• Board and committee charters, codes of ethics, and governance guidelines are publicly available.