Eagle Financial Services (EFSI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 19, 2026, to elect directors, approve a new Employee Stock Purchase Plan, and ratify the external auditor for 2026.

• Shareholders of record as of March 20, 2026, are entitled to vote; 5,412,376 shares are outstanding, each with one vote and no cumulative voting rights.

• Proxy materials are primarily distributed online, with multiple voting methods available, including in-person, phone, and internet.

Voting matters and shareholder proposals

• Four Class II directors are nominated for three-year terms, and two Class I directors for two-year terms.

• Proposal to approve the 2026 Employee Stock Purchase Plan, reserving 160,000 shares for eligible employees.

• Proposal to ratify Yount, Hyde & Barbour, P.C. as independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be received by December 9, 2026.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; most directors are independent per Nasdaq standards.

• Board leadership is separated between the Chair and CEO, with strong committee oversight and regular executive sessions.

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

• Directors are evaluated for integrity, independence, and diversity of skills and background.

• Code of Ethics applies to all directors, officers, and employees, with additional standards for senior financial management.