Dime Commercial Bancshares Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of 11 directors to the Board for one-year terms.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

3. 3

   Non-Binding Advisory Vote to Approve Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers.

   More detail

   The proposal requests a non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management seeks shareholder approval to validate its executive compensation program which emphasizes pay-for-performance through a mix of base salary, annual cash incentives (AIP) focused on corporate and discretionary factors, and long-term equity incentives (LTIP) emphasizing performance-based restricted stock. The Board is recommending a vote FOR, citing alignment with long-term shareholder interests, rigorous Compensation Committee oversight, use of an independent compensation consultant, clawback policies, stock ownership guidelines, and risk controls including capital-based payout gates. While advisory, the results are intended to inform the Compensation Committee’s future decisions; the company held an annual say-on-pay vote and will continue to do so. The Board justifies issuance of substantial performance-based awards due to strong 2025 performance metrics including deposit growth, capital improvement, net interest margin expansion, and retention/recruitment of key talent, but acknowledges the vote is non-binding and will be considered alongside shareholder feedback in future compensation determinations.

4. 4

   Approval of Amendment to Certificate of Incorporation to Change Company Name

   ManagementBoard: FOR

   Amend Certificate of Incorporation to change the Company name to “Dime Commercial Bancshares, Inc.”

   More detail

   This management proposal asks shareholders to approve an amendment to the Company’s Certificate of Incorporation to change its corporate name to Dime Commercial Bancshares, Inc. Management frames the change as part of a rebranding to reflect the Company’s strategic shift toward commercial banking and its expanded market presence following successful growth initiatives and deposit-team hiring. The Board recommends a vote FOR, arguing the name change has no substantive effect on operations, assets, liabilities, or shareholder rights, and serves primarily to align public identity with business strategy. Approving the amendment requires a majority of votes cast; while routine, the proposal signals strategic positioning and may affect market perception, ticker and investor communications, and brand recognition. The Board’s unanimous recommendation and management’s communication of a rebrand (including Bank rebranding to Dime Commercial Bank) suggest coordinated external messaging; however, shareholders should be aware that the change is cosmetic and does not confer operational or governance changes beyond nomenclature.

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When is the Dime Commercial Bancshares Inc 2026 annual meeting?

Dime Commercial Bancshares Inc (DCOM) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Dime Commercial Bancshares Inc 2026 meeting?

The record date for the Dime Commercial Bancshares Inc 2026 meeting is Tuesday, March 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dime Commercial Bancshares Inc's 2026 meeting?

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

What proposals will shareholders vote on at the Dime Commercial Bancshares Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Dime Commercial Bancshares Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.