Winchester Bancorp (WSBK) Proxy filing summary

Executive summary

• The annual meeting is scheduled for November 12, 2025, to elect five directors and ratify the appointment of Wolf & Company, P.C. as the independent auditor for the year ending June 30, 2026.

• Stockholders of record as of September 30, 2025, are entitled to vote, with 9,295,376 shares outstanding.

• Proxy materials and the annual report are available online, and voting can be done by mail, internet, or mobile device.

Voting matters and shareholder proposals

• Proposals include the election of five directors for three-year terms and ratification of the independent auditor.

• Directors are elected by plurality; auditor ratification requires a majority of votes cast.

• Shareholders may submit proposals or director nominations for the 2026 meeting between August 4 and August 14, 2026.

Board of directors and corporate governance

• The board consists of 13 members divided into three classes, with five nominees up for election.

• All directors except the CEO are considered independent under Nasdaq standards.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, each with written charters.

• The board values diversity in background and experience but has no formal diversity policy.

• Stockholders can recommend director candidates following specific procedures.