Middlefield Banc (MBCN) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 14, 2025, with shareholders able to vote and submit questions online.

• Four key proposals will be considered: election of three directors, advisory say-on-pay vote, advisory vote on frequency of say-on-pay, and ratification of the independent auditor.

• Shareholders of record as of March 14, 2025, are entitled to vote; multiple voting methods are available, including online, phone, and mail.

• The board recommends voting for all proposals, including annual say-on-pay votes and ratification of S.R. Snodgrass, P.C. as auditor.

Voting matters and shareholder proposals

• Proposal 1: Elect three directors (Cohn, Skidmore, Turk) for terms expiring in 2028.

• Proposal 2: Advisory vote to approve executive compensation (say-on-pay).

• Proposal 3: Advisory vote on frequency of say-on-pay, with board recommending annual votes.

• Proposal 4: Ratification of S.R. Snodgrass, P.C. as independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must be submitted by December 5, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board currently consists of twelve directors, to be reduced to eleven after the 2025 meeting.

• Majority of directors are independent per NASDAQ and SEC rules; only Mr. Zimmerly is not independent.

• Board committees include Audit, Compensation, Corporate Governance and Nominating, and Executive Committees.

• Directors are subject to stock ownership guidelines and indemnification agreements.

• Board leadership structure separates Chairman and CEO roles.