Mid Penn Bancorp (MPB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 13, 2025, to be held virtually via live webcast.

• Shareholders of record as of March 3, 2025, are eligible to vote on key proposals.

• Proxy materials, including the Notice of Meeting, Proxy Statement, and Annual Report or Form 10-K, are available online or by request.

Voting matters and shareholder proposals

• Election of five directors: Robert A. Abel, Matthew G. DeSoto, Bruce A. Kiefer, Theodore W. Mowery, and William A. Specht, III.

• Advisory vote to approve named executive officer compensation.

• Advisory vote on the frequency of future executive compensation votes, with a recommendation for a 1-year interval.

• Ratification of RSM US LLP as independent registered public accounting firm for the year ending December 31, 2025.

Board of directors and corporate governance

• Board recommends voting FOR the election of all director nominees and FOR the ratification of the auditor.

• Board recommends a 1-year frequency for future say-on-pay votes.