Shore Bancshares (SHBI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 29, 2025, with shareholders able to vote on key proposals and submit questions online.

• Shareholders of record as of April 1, 2025, are entitled to vote on five main proposals, including director elections and compensation plans.

• The Board recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Election of four Class I directors for three-year terms ending in 2028.

• Approval of the 2025 Equity Incentive Plan and 2025 Employee Stock Purchase Plan.

• Ratification of Crowe LLP as independent auditor for 2025.

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

• Shareholder proposals for the 2026 meeting must be submitted by December 16, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board size reduced from 18 to 16, with further reductions possible in future years.

• 90% of directors are independent; roles of Chairman and CEO are separated.

• Board committees include Audit, Compensation, Governance, Board Risk Oversight, and Strategic Initiatives & Technology.

• Annual director self-evaluations and stock ownership requirements are in place.