Chemung Financial (CMHG) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2025, to be held virtually, with shareholders able to vote online, by phone, mail, or at the meeting.

• Four main proposals: election of four directors, advisory vote on executive compensation (Say-on-Pay), approval of the 2025 Equity Incentive Plan, and ratification of Crowe LLP as external auditor.

• Board recommends voting FOR all proposals; proxy materials are available online, with paper copies upon request.

Voting matters and shareholder proposals

• Proposal 1: Elect four directors for three-year terms expiring in 2028; nominees are Ronald M. Bentley, David M. Buicko, Robert H. Dalrymple, and Jeffrey B. Streeter.

• Proposal 2: Advisory approval of 2024 executive compensation; Board recommends FOR.

• Proposal 3: Approval of 2025 Equity Incentive Plan, replacing the 2021 plan; Board recommends FOR.

• Proposal 4: Ratification of Crowe LLP as independent auditor for 2025; Board recommends FOR.

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

Board of directors and corporate governance

• Board consists of 13 members, divided into three classes, with regular refreshment and diversity of experience.

• Board leadership is separated between CEO and Chairman; majority of directors are independent.

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

• Annual review of strategic planning and governance standards; directors retire at 75 unless waived.