Arrow Financial Corp

1. 1

   Election of Four Class A Directors to Three-Year Terms

   ManagementBoard: FOR

   Elect four Class A director nominees (Mark L. Behan, Gregory J. Champion, Darrin M. Jahnel and Daniel J. White) to three-year terms expiring in 2029.

2. 2

   Advisory Approval of Our 2025 Executive Compensation ("Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the Company’s 2025 executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s overall 2025 executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and detailed pay tables. Management is seeking shareholder endorsement to validate its pay-for-performance framework after a year of strategic execution, integration of subsidiary banks under the Arrow Bank brand, and improved financial metrics (e.g., EPS growth, TBV growth, improved net interest margin). The Board frames the program as balanced between short-term incentives (STIP) tied to quantitative financial goals and qualitative assessments, and long-term incentives (LTIP) via restricted stock with multi-year vesting to align executives’ interests with shareholders. The company highlights governance features intended to mitigate risk and perceived excess: double-trigger change-in-control protections, stock ownership requirements, no tax gross-ups, clawback policy, and prohibitions on hedging or pledging. The Compensation Committee, supported by an independent consultant and peer benchmarking, determined target pay levels and awarded both cash STIP payouts (106% of target in 2025) and restricted stock grants to reinforce retention and alignment. Management notes strong prior shareholder support (93% approval in 2025) and intends to use the advisory vote feedback to inform future compensation decisions, while the advisory nature means the Board is not legally bound by the result. Key governance context includes use of conservative performance targets, SERP and change-in-control arrangements limited to specified executives, and an annual review cadence for awarding STIP and LTIP. From a shareholder perspective, the proposal’s issues are whether disclosed pay outcomes reasonably reflect underlying performance and risk management; the Board recommends “For” on the basis that compensation supported strong 2025 performance and contains appropriate safeguards against excessive risk.

3. 3

   Ratification of the Selection of Crowe LLP as Independent Auditor for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

Upcoming shareholder meetings at Arrow Financial Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Arrow Financial Corp 2026 annual meeting?

Arrow Financial Corp (AROW) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Arrow Financial Corp 2026 meeting?

The record date for the Arrow Financial Corp 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Arrow Financial Corp's 2026 meeting?

The board is presenting 4 director nominees at the Arrow Financial Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Arrow Financial Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Arrow Financial Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.