Carter Bankshares Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of 11 nominees named in the proxy to serve as directors until the 2027 Annual Meeting of Shareholders.

2. 2

   Advisory and Non-Binding Vote to Approve Executive Compensation

   ManagementBoard: FOR

   A non-binding advisory 'say-on-pay' vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.

   More detail

   This management-sponsored proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed compensation of the Company's named executive officers (NEOs). It is required by the Dodd-Frank Act and SEC rules to be held at least once every three years; the Company holds this vote annually following shareholder preference expressed in 2023. Management is seeking shareholder approval to validate its compensation design, which combines base salary, an annual incentive plan (paid partly in cash and partly in restricted stock), and a long-term incentive program (LTIP) composed of restricted stock and performance units tied to multi-year metrics versus a peer group. The compensation program is supported by an independent consultant (Gallagher) and uses a peer group and market benchmarking; the Nominating and Compensation Committee asserts the structure aligns pay with performance and retention while including risk-mitigating features such as clawback policies and committee oversight. Notably, the Committee exercised discretion for 2025 bonuses in light of the effects of a large non-performing credit relationship, which may attract investor scrutiny about discretionary payments versus measured payout based strictly on formulaic metrics. The LTIP performance units are tied to four equally weighted metrics (ROAA, core efficiency, TSR and non-performing assets) measured against an ABAQ peer group percentile ranking, which links long-term equity pay to relative performance. The vote is advisory only; however, the Board and Committee state they will consider the outcome when setting future compensation. From a governance perspective, shareholders will evaluate whether the mix of short- and long-term incentives, the use of discretion, and the Committee’s responsiveness to prior say-on-pay feedback adequately protect shareholder interests and promote sustainable performance.

3. 3

   Ratification of Independent Auditors

   ManagementBoard: FOR

   Ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Carter Bankshares Inc 2026 annual meeting?

Carter Bankshares Inc (CARE) holds its 2026 annual shareholder meeting on Wednesday, May 27, 2026.

What is the record date for the Carter Bankshares Inc 2026 meeting?

The record date for the Carter Bankshares Inc 2026 meeting is Wednesday, March 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Carter Bankshares Inc's 2026 meeting?

The board is presenting 11 director nominees at the Carter Bankshares Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Carter Bankshares Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Carter Bankshares Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.