Cnb Financial Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six director nominees to various class terms (four Class 1 for three-year terms, one Class 2 for two-year term, and one Class 3 for one-year term).

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.

   More detail

   The proposal asks shareholders to approve, on a non-binding advisory basis, the compensation of CNB’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to affirm its compensation philosophy and program, which blends base salary, annual incentives, long-term equity incentives, and benefits, with detailed benchmarking, risk mitigation features (clawback, stock ownership guidelines, balanced scorecard metrics), and SERP benefits for certain executives. The Board recommends a "FOR" vote, citing previous strong shareholder support in 2025 (94.6% approval), the role of the ECC and independent consultant Meridian in setting pay, and the use of performance metrics tied to earnings, efficiency ratio, loan and deposit growth. The vote is advisory and not binding, but the Board will consider the outcome in future decisions. The proposal’s context includes CNB’s 2025 acquisition of ESSA Bancorp, which affected 2025 performance metrics and led to adjustments (e.g., using adjusted EPS and adjusted efficiency ratio excluding merger-related expenses) in incentive determinations. The ECC’s process, benchmarking against a 20-bank peer group, and use of both cash and equity compensation aim to align NEO interests with shareholders while discouraging excessive risk-taking; the Board’s recommendation stresses oversight and alignment rationale.

3. 3

   Advisory Vote on Frequency of Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to select the frequency (one, two, or three years) of future Say-on-Pay votes.

   More detail

   The proposal requests shareholders to indicate, on a non-binding advisory basis, whether the advisory vote to approve executive compensation should occur every one, two, or three years. The Board recommends an annual (one-year) frequency, arguing that it provides the most effective means to gauge shareholder sentiment on executive compensation and informs compensation decisions. The vote is advisory and non-binding, but the Board will consider the results when setting future frequency. No shareholder proponent; management recommends 'ONE YEAR'.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify appointment of Forvis Mazars, LLP as the company's independent registered public accounting firm for fiscal year 2026.

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

When is the Cnb Financial Corp 2026 annual meeting?

Cnb Financial Corp (CCNE) holds its 2026 annual shareholder meeting on Tuesday, April 21, 2026.

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

The record date for the Cnb Financial Corp 2026 meeting is Monday, February 23, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 6 director nominees at the Cnb Financial Corp 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 4 proposals at the Cnb Financial Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.