Eagle Bancorp (EGBN) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 14, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of March 19, 2026, are eligible to vote, with multiple voting methods available.

• The Board recommends voting for all its director nominees and proposals, and has addressed a challenge from Diligence Capital, declaring its nominations and proposals invalid.

• The company emphasizes its mission of relationship-based community banking, responsible lending, and strong governance.

Voting matters and shareholder proposals

• Shareholders will vote on electing eleven directors, ratifying Crowe LLP as auditor, and a non-binding say-on-pay resolution.

• The Board unanimously recommends voting for all its nominees and proposals.

• Diligence Capital's attempted nominations and proposals were deemed invalid and will not be recognized unless a court rules otherwise.

• Shareholder proposals and director nominations for the 2027 meeting must comply with specific bylaw and SEC deadlines.

Board of directors and corporate governance

• The Board consists of 11 nominees, 91% independent, with 36% women and 18% minorities.

• Board refreshment includes four new directors in the last two years.

• Five standing committees: Audit, Compensation, Governance & Nominating, Risk, and Technology Oversight.

• Annual election of directors, plurality voting standard, and a director resignation policy for uncontested elections.

• Board and committee evaluations are conducted biennially.