Eagle Bancorp (EGBN) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2026, to be held virtually; shareholders as of March 19, 2026, are eligible to vote.

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

• Diligence Capital's attempt to nominate directors and submit proposals was deemed invalid due to non-compliance with bylaws and SEC rules.

• The company emphasizes its Relationships FIRST philosophy, community engagement, and responsible lending, with significant activities in affordable housing, small business lending, and philanthropy.

• The board is committed to strong corporate governance, risk oversight, and active shareholder engagement.

Voting matters and shareholder proposals

• Proposal 1: Election of eleven directors for a one-year term; board recommends voting for all nominees.

• Proposal 2: Ratification of Crowe LLP as independent auditor for 2026; board recommends approval.

• Proposal 3: Advisory vote on executive compensation; board recommends approval.

• Diligence Capital's nominations and proposals will not be recognized or tabulated.

Board of directors and corporate governance

• Board consists of 91% independent directors, with 36% women and 18% racial/ethnic minorities.

• Four new directors added in the last two years; average age of independent directors is 62.

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

• Annual board and committee evaluations, executive sessions of independent directors, and succession planning are in place.

• Plurality voting standard with a resignation policy for directors not receiving majority approval.