Western New England Bancorp (WNEB) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 14, 2025, to elect two directors, approve executive compensation, ratify the external auditor, and amend the 2021 Omnibus Incentive Plan.

• Shareholders of record as of March 17, 2025, are eligible to vote on these matters, with multiple voting methods available.

• The Board unanimously recommends approval of all proposals, emphasizing their alignment with shareholder interests.

Voting matters and shareholder proposals

• Proposals include electing two directors, a non-binding say-on-pay vote, auditor ratification, and amending the incentive plan.

• Shareholder proposals for the 2026 meeting must be submitted by December 5, 2025, with specific advance notice requirements.

• Voting is by proxy, in person, or electronically, with clear procedures for both record and beneficial owners.

Board of directors and corporate governance

• The Board consists of nine members, 89% of whom are independent, with an average tenure of 12.1 years.

• Board refreshment and director competencies are regularly evaluated to ensure diverse skills and effective oversight.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Finance & Risk Management, all with independent members.

• Codes of Conduct and Ethics are reviewed annually, and insider trading and hedging policies are in place.