ECB Bancorp (ECBK) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, at the main office in Everett, MA, with voting on director elections and auditor ratification.

• Proxy materials and annual report are provided online to reduce costs, with options for printed copies upon request.

• As of March 26, 2026, there are 8,777,677 shares outstanding, each with one vote, subject to a 10% ownership voting cap unless approved by disinterested directors.

• Stockholders can vote online, by phone, or by mail, and may revoke proxies before the meeting.

Voting matters and shareholder proposals

• Two directors are up for election for three-year terms: Joseph Sachetta and Susan Sgroi.

• Ratification of Wolf & Company, P.C. as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Shareholder proposals for the next annual meeting must be received by December 11, 2026.

• Procedures for shareholder nominations and proposals are detailed, with specific deadlines and information requirements.

Board of directors and corporate governance

• Board consists of seven members, with staggered three-year terms; five are independent under Nasdaq standards.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Corporate governance policies cover director duties, board structure, succession planning, compensation review, and performance evaluation.

• Code of Ethics for senior officers and anti-hedging/insider trading policies are in place.

• Stock ownership guidelines require significant equity holdings by executives and directors within five years.