Mid Penn Bancorp (MPB) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 12, 2026, with shareholders able to vote online, by phone, mail, or during the webcast after registering in advance.

• Shareholders of record as of March 13, 2026, are eligible to vote on the election of five Class A directors, a non-binding advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as the independent auditor for 2026.

• Key 2025 accomplishments include a 0.93% return on average assets, $127.3 million in organic deposit growth, 6.91% tangible book value growth, completion of two mergers/acquisitions, and $0.82 per share in dividends.

• The company contributed $2.78 million to community organizations and supported 814 nonprofits in 2025.

Voting matters and shareholder proposals

• Shareholders will vote on electing five Class A directors for three-year terms, a non-binding say-on-pay vote for executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• The Board recommends voting FOR all proposals.

• Shareholder proposals or nominations for the 2027 meeting must be submitted by November 27, 2026.

Board of directors and corporate governance

• The Board consists of 14 members, 86% of whom are independent; only the CEO and Chief Corporate Development Officer are not independent.

• Directors are subject to a mandatory retirement age of 72 and a 15-year term limit.

• The Board Chair is also the CEO, with a Lead Independent Director providing additional oversight.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Executive, Real Estate, and Risk, all with independent chairs except Executive.

• Directors must meet minimum stock ownership requirements based on tenure.