Winchester Bancorp (WSBK) Proxy filing summary

Executive summary

• The annual meeting is scheduled for November 4, 2026, to elect four directors, approve a new equity incentive plan, and ratify the appointment of the external auditor for a six-month transition period as the company changes its fiscal year end.

• Proxy materials, including the annual report, are available online, and shareholders are encouraged to vote by mail, internet, or mobile device.

• The board unanimously recommends voting in favor of all proposals on the agenda.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors for three-year terms, approving the 2026 Equity Incentive Plan, and ratifying Wolf & Company, P.C. as the independent auditor for the transition period.

• Only shareholders of record as of September 18, 2026, are entitled to vote; beneficial owners over 10% of shares have voting restrictions.

• The board is not aware of any other business to be brought before the meeting.

• Procedures for shareholder proposals and director nominations for future meetings are detailed, with specific advance notice requirements.

Board of directors and corporate governance

• The board consists of 13 members divided into three classes, with four nominees up for election, all currently serving.

• Most directors are independent per Nasdaq standards; the CEO is not independent.

• The board maintains a separate independent chairman and CEO structure, conducts annual CEO evaluations, and holds regular and special meetings.

• Standing committees include Audit, Compensation, and Nominating and Corporate Governance, each with written charters.

• Directors are encouraged to attend annual meetings, and all attended the previous year.