Greene County Bancorp Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Christopher Cannucciari and Peter W. Hogan to serve three-year terms until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Bonadio & Co, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

3. 3

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the overall compensation of the Company’s named executive officers as described in the Executive Compensation section of the proxy statement.

   More detail

   Proposal 3 asks shareholders to approve, on a non-binding advisory basis, the overall compensation paid to Greene County Bancorp’s named executive officers. The resolution covers the compensation program described in the proxy’s Executive Compensation section, including salary, bonuses, non-equity incentive compensation, retirement contributions, and other benefits. The company is seeking the vote to satisfy the Dodd-Frank and Exchange Act Section 14A say-on-pay requirements and to obtain shareholder feedback on its compensation policies. The company’s stated compensation philosophy is to attract, retain, and motivate executives while linking rewards to earnings performance, stockholder value, and balanced short- and long-term objectives. Fiscal 2026 compensation included substantial incentive and retirement-related amounts, including total compensation of $2,138,850 for CEO Donald Gibson and $645,600 for John Antalek. The filing notes that the Compensation Committee uses peer-group information and engaged Arthur Warren Associates to advise on executive compensation and incentive-plan design. Approval requires a majority of votes cast, excluding broker non-votes and abstentions from the affirmative-vote calculation. The vote is expressly non-binding and does not alter the fiduciary duties of the Company or Board, although the Compensation Committee will consider the outcome in future compensation decisions. The Board unanimously recommends a vote FOR the resolution, emphasizing the importance it places on shareholder dialogue regarding executive compensation.

4. 4

   Approval of Amendment to the Company’s Charter to Change the Company Name to “Greene Bancorp, Inc.”

   ManagementBoard: FOR

   Approve an amendment to the Company’s Charter changing its corporate name from Greene County Bancorp, Inc. to Greene Bancorp, Inc.

   More detail

   Proposal 4 asks shareholders to amend the Company’s Charter so that Greene County Bancorp, Inc. becomes Greene Bancorp, Inc. Management presents the change as part of a rebranding strategy intended to reflect the Company’s evolving identity and expanded market presence. The proposal is a corporate-governance matter because the legal name is contained in the Charter and therefore cannot be changed solely through an operational or marketing decision. The filing states that the amendment will not affect the Company’s operations, assets, liabilities, or shareholder rights. If approved, the Company plans to file the amended Stock Holding Company Charter with the Federal Reserve Bank after the Annual Meeting. The name change would become effective upon that filing. The Company’s common stock would continue trading under the Nasdaq ticker symbol GCBC, although the issuer name would be updated. Approval requires the affirmative vote of holders of a majority of the outstanding shares entitled to vote, making the threshold more demanding than a simple majority of votes cast. The Board unanimously recommends a vote FOR because it believes the new name better reflects the Company’s branding and business identity.

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When is the Greene County Bancorp Inc 2026 annual meeting?

Greene County Bancorp Inc (GCBC) holds its 2026 annual shareholder meeting on Saturday, November 7, 2026.

What is the record date for the Greene County Bancorp Inc 2026 meeting?

The record date for the Greene County Bancorp Inc 2026 meeting is Tuesday, September 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Greene County Bancorp Inc's 2026 meeting?

The board is presenting 2 director nominees at the Greene County Bancorp Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Greene County Bancorp Inc 2026 meeting?

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