Civista Bancshares (CIVB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2026, to elect 11 directors, approve executive compensation, and ratify the external auditor for 2026.

• Shareholders of record as of March 24, 2026, are eligible to vote; 24,658,922 shares outstanding, 20,715,585 entitled to vote.

• Voting can be done online, by phone, mail, or in person; e-delivery of proxy materials encouraged for cost and environmental benefits.

Voting matters and shareholder proposals

• Proposal 1: Elect 11 directors for one-year terms expiring in 2027.

• Proposal 2: Non-binding advisory vote to approve named executive officer compensation.

• Proposal 3: Ratification of Plante & Moran, PLLC as independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be received by December 8, 2026.

Board of directors and corporate governance

• Board consists of 11 members, with a mix of independent and non-independent directors.

• Chairperson is Dennis G. Shaffer (CEO); Mary Patricia Oliver serves as Lead Independent Director.

• Four standing committees: Nominating, Audit, Compensation, and Board Risk; all have written charters and independent members.

• Board refreshment and diversity initiatives include annual evaluations, skills matrix, and a formal Board Diversity Policy.