NBT Bancorp (NBTB) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 19, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of March 23, 2026, are entitled to vote, with 52,009,646 shares outstanding.

• Voting can be done online, by phone, mail, or during the meeting, and proxies may be revoked before the deadline.

Voting matters and shareholder proposals

• Proposal 1: Election of twelve directors for one-year terms.

• Proposal 2: Advisory vote on executive compensation (Say-on-Pay).

• Proposal 3: Ratification of KPMG LLP as independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by December 7, 2026.

Board of directors and corporate governance

• Board consists of twelve nominees with diverse backgrounds and skills; 67% are independent.

• Board committees include Audit, Compensation and Benefits, Nominating and Corporate Governance, and Risk Management.

• Board leadership is separated between the CEO and Chair; Lead Director provides independent oversight.

• Directors are encouraged to attend all meetings; all attended the 2025 annual meeting.

• Stock ownership guidelines and a Code of Ethics are in place for directors and executives.