Union Bankshares (UNB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2025, with shareholders voting on director elections, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• Proxy materials are primarily delivered electronically to promote environmental responsibility and cost efficiency.

• Shareholders can vote by phone, internet, or mail, and may change their vote or vote in person at the meeting.

Voting matters and shareholder proposals

• Shareholders will vote to fix the number of directors at nine, elect nine directors, approve executive compensation, determine the frequency of future say-on-pay votes, and ratify the appointment of Berry Dunn McNeil & Parker, LLC as external auditors.

• The board recommends voting for all director nominees, for executive compensation, for a three-year frequency on say-on-pay, and for auditor ratification.

• Shareholders may submit nominations and proposals following specific bylaw and SEC requirements, with deadlines for the 2026 meeting outlined.

Board of directors and corporate governance

• The board consists of nine members, all independent except the CEO, with diverse backgrounds in law, finance, community service, and banking.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• The board separates the roles of chairman and CEO, emphasizing independent oversight and risk management.

• Directors receive cash retainers and equity awards; attendance at meetings is high, and all directors are expected to attend the annual meeting.