Fidelity D & D Bancorp Inc

1. 1

   Election of three Class B Directors

   ManagementBoard: FOR

   Elect three Class B directors — Rocco A. DelVecchio, William J. Joyce, Sr., and Alan Silverman — each to serve a three-year term expiring in 2029.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the selection of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

3. 3

   Other Matters That May Come Before the Annual Meeting

   Management

   Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

   More detail

   This is a customary catch-all or housekeeping proposal language included in proxy materials to authorize consideration of any additional matters properly brought before the meeting that are not specifically listed on the Notice. It does not propose a specific substantive action, but preserves the corporate and procedural flexibility to address unforeseen items, ministerial matters, or procedural adjournments. Because no specific resolution text or substantive proposal details are provided in the filing, shareholders cannot pre-evaluate or pre-endorse any potential items beyond understanding that proxies may be voted by the named proxy holders at their discretion on such matters. From a governance perspective, omnibus ‘other business’ language shifts decision-making discretion to management and the proxy holders if new matters arise, which can be appropriate for routine procedural matters but could limit shareholder influence on late-arising substantive items. The filing states that if other matters are properly presented, the persons named as proxy holders will vote the proxies in what they determine to be the best interest of the Company on the recommendation of the Board, indicating that the Board intends to retain control over responses to new proposals. For shareholders concerned about emergent governance issues, the practical recourse is to attend the meeting in person (or revoke and resubmit a proxy) to vote directly, or to submit proposals for future meetings within the company’s published deadlines. Given the Company’s advance notice and proxy rules, truly substantive shareholder proposals must be submitted by the stated deadlines for inclusion in future proxy materials; thus this proposal functions more as procedural authority than a substantive governance item. In markets and contexts where shareholder activism is more prevalent, omnibus items can be a flashpoint; here, based on the company’s disclosure that it knows of no other matters and its description of proxy revocation and voting procedures, the risk of unexpected material items arising at this meeting appears low.

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When is the Fidelity D & D Bancorp Inc 2026 annual meeting?

Fidelity D & D Bancorp Inc (FDBC) holds its 2026 annual shareholder meeting on Tuesday, May 5, 2026.

What is the record date for the Fidelity D & D Bancorp Inc 2026 meeting?

The record date for the Fidelity D & D Bancorp Inc 2026 meeting is Wednesday, March 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Fidelity D & D Bancorp Inc's 2026 meeting?

The board is presenting 3 director nominees at the Fidelity D & D Bancorp Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Fidelity D & D Bancorp Inc 2026 meeting?

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