Eagle Bancorp (EGBN) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2026, to be held virtually; shareholders to vote on director elections, auditor ratification, and executive compensation approval.

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

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

• Company emphasizes its “Relationships FIRST” philosophy, community engagement, and responsible lending, with a focus on affordable housing and small business support.

• Forward-looking statements caution about uncertainties in economic and market conditions.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eleven directors, (2) ratification of Crowe LLP as independent auditor for 2026, and (3) non-binding advisory vote on executive compensation.

• Board unanimously recommends voting for all proposals and nominees.

• Diligence Capital’s nominations and proposals are excluded due to procedural deficiencies.

Board of directors and corporate governance

• Eleven nominees for the board, with 91% independent directors and 36% women.

• Board committees include Audit, Compensation, Governance & Nominating, Risk, and Technology Oversight.

• Board refreshment: four new directors in the last two years; average age of independent directors is 62.

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

• Active shareholder engagement and biennial board/committee evaluations.