4 nominees · 3 ballot items.
Election of four directors; Ratification of Plante & Moran, PLLC as auditor for 2026; Advisory (non-binding) vote to approve named executive officer compensation.
Election of four director nominees (Samuel D. Waters, Cynthia A. Utterback, Corey I. Jensen, Tanya J. Chemodurow) to serve three-year terms ending 2029.
Ratify the Board’s appointment of Plante & Moran, PLLC as Eagle’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (say-on-pay).
The advisory say-on-pay proposal asks shareholders to approve, on a non-binding basis, the compensation program and specific compensation disclosed for the named executive officers in the proxy statement. Management seeks this approval to demonstrate stockholder support for its executive pay philosophy and to comply with Dodd-Frank requirements; the Board and Compensation Committee argue the program aligns pay with performance through a mix of base salary, short-term cash incentives tied to ROAA and efficiency ratio, and long-term equity where 50% of awards are performance-based over a three-year period. The Compensation Committee points to recent enhancements (engaging Meridian as an independent consultant, introducing performance-vesting equity) and historical shareholder support (~83% approval in 2025) as evidence of appropriate design and shareholder alignment. Because the vote is advisory, the Board will consider the outcome in future compensation decisions but is not legally bound to implement changes. The company emphasizes retention and alignment with long-term stockholder interests, while acknowledging the vote’s non-binding nature and the Committee’s responsiveness to significant opposition.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fourthstone LLC | 6.93% | 551,952 | $11M |
| 2 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 5.00% | 398,363 | $8M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.39% | 349,715 | $7M |
| 4 | BlackRock, Inc. | 2.86% | 228,204 | $5M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.59% | 206,304 | $4M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.84% | 146,779 | $3M |
| 7 | BlackRock, Inc. | 1.57% | 124,765 | $3M |
| 8 | BlackRock, Inc. | 1.33% | 105,716 | $2M |
| 9 | O'SHAUGHNESSY ASSET MANAGEMENT, LLC | 1.27% | 101,016 | $2M |
| 10 | STATE STREET CORP | 1.15% | 91,548 | $2M |
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