Eagle Financial Services (EFSI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 20, 2025, to elect three directors, approve executive compensation, determine the frequency of future say-on-pay votes, and ratify the external auditor appointment.

• Shareholders can vote in person, by phone, or online, with a record date of March 21, 2025, and 5,378,653 shares outstanding.

• Proxy materials are primarily distributed online, with paper copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class I directors for three-year terms.

• Advisory votes will be held on executive compensation and the frequency of future say-on-pay votes, with a board recommendation for a three-year cycle.

• Ratification of Yount, Hyde & Barbour, P.C. as independent auditor for 2025 is on the agenda.

• Shareholder proposals for the 2026 meeting must be submitted by December 10, 2025.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; 10 of 11 directors are independent.

• Board leadership separates the CEO and Chairman roles, with strong emphasis on independent oversight.

• Committees include Audit, Compensation, and Nominating/Corporate Governance, all with independent members.

• Directors attended over 75% of meetings in 2024, and independent directors met three times in executive session.

• Shareholders may communicate directly with the board, and director nominations require timely written notice.