Bogota Financial Corp

This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement. Management is putting this to a vote to comply with Dodd-Frank Act requirements and to obtain shareholder feedback on its executive compensation policies and practices. The vote is advisory only and will not bind the Board or create additional fiduciary duties, but the Board and Compensation Committee will consider the outcome when setting future compensation. The company frames its compensation program as intended to attract, retain and appropriately reward experienced executives while preserving safety and soundness; management highlights the Executive Bonus Plan, equity awards, and employment/change-in-control arrangements in the proxy. Board support for the proposal is based on the view that current pay practices align with corporate objectives, and the Board recommends a vote FOR. There is no shareholder proposal challenging pay in this proxy; thus debate focuses on whether disclosed pay levels and structures are reasonable relative to performance and governance standards. Given the company is a controlled company (majority-owned by Bogota Financial, MHC), the controlling shareholder’s votes will largely determine the outcome, but the advisory vote still provides public feedback and may influence future compensation design. The advisory nature of the vote means that even if a majority were to vote against, the Board retains discretion but would be expected to explain and potentially adjust practices in response to significant shareholder opposition.

This proposal asks stockholders to select the preferred frequency—one, two, or three years—for future non-binding advisory votes on executive compensation, as required by the Dodd-Frank Act. Management presents the vote to comply with SEC rules and to solicit investor input on how often shareholders should be asked to approve named executive officer compensation. The Board and Compensation Committee recommend a frequency of 'ONE YEAR', reasoning that annual votes provide the most timely and regular feedback loop for aligning compensation policies with shareholder views and for responding to evolving governance expectations. Because the vote is advisory, the Board retains discretion but will consider the outcome when setting corporate governance practices. From a governance perspective, the frequency choice affects how frequently investors can register approval or disapproval of pay practices and can influence compensation committee behavior and accountability. In the context of this company, which is majority-controlled by Bogota Financial, MHC, the controlling shareholder’s preference will likely determine the effective outcome, but the frequency vote remains a visible gauge of public investor sentiment. If stockholders choose a longer interval, such as three years, the Board would receive less frequent formal feedback on compensation; conversely, an annual vote could increase administrative burden but would enhance responsiveness. The Board’s recommendation for an annual vote signals that management prefers more frequent engagement on compensation matters and anticipates using the vote outcomes to inform executive pay decisions and disclosures.