First Capital (FCAP) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 18, 2026, at First Harrison Bank, Shepherdsville, KY, with proxy materials available online and by mail.

• Shareholders will vote on director elections, auditor ratification, and an advisory say-on-pay proposal.

• Board recommends voting FOR all proposals and nominees.

• Shareholders of record as of March 26, 2026, are eligible to vote; each share has one vote, with a 10% ownership voting cap.

Voting matters and shareholder proposals

• Five directors nominated for three-year terms; all are current directors.

• Ratification of Crowe LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (say-on-pay) included.

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

Board of directors and corporate governance

• Board consists of 13 members, with all but two considered independent under Nasdaq rules.

• Chairperson is independent; board committees (Audit, Compensation, Nominating) are fully independent.

• Board reviews governance policies regularly and encourages director attendance at annual meetings.

• Nominating Committee considers diversity, experience, and community involvement in director selection.

• Code of Ethics applies to all directors and employees.