Lcnb Corp

This management proposal asks shareholders to approve, on a non-binding advisory basis, the compensation arrangements for the named executive officers as detailed in the proxy’s CD&A and compensation tables. Management is seeking this advisory approval to validate its compensation philosophy — which emphasizes retention, alignment of executives with shareholder interests via equity grants, and linking pay to both short- and long-term performance metrics — and to provide the Board and Compensation Committee with shareholder feedback to consider in future compensation decisions. The Compensation Committee states that salary, annual cash incentives tied to net income and efficiency ratio, and performance-based equity grants constitute the primary elements of the program, supplemented by deferred compensation and a clawback policy. The Board’s recommendation to vote FOR is predicated on its view that the program reasonably and fairly recruits, motivates, retains and rewards executives while aligning pay with company performance and shareholder value. Because the vote is advisory, approval would not legally bind the Board but would act as an important signal of shareholder acceptance; conversely, a negative vote would likely trigger Board and Committee review of compensation practices. Company-specific context includes the recent adoption of a 2025 Ownership Incentive Plan, the use of an independent compensation consultant (Blanchard Consulting Group), and demonstrated metric-based payouts in 2025 tied to net income and efficiency ratio outcomes. The proposal therefore functions as both a governance signal and an accountability mechanism: management emphasizes alignment and market benchmarking, while shareholders use the vote to express support or concern about pay-for-performance calibration. Analysts evaluating this proposal should weigh the non-binding nature of the vote, the disclosed linkages between pay and performance metrics, recent pay outcomes and peer benchmarking, and the Board’s commitment to consider vote results when setting future pay.

This catch-all item authorizes consideration of any additional matters properly brought before the annual meeting that are not specifically described in the proxy materials. Practically, the Board has provided the named proxies with discretionary authority to vote on such matters, subject to any limitations set forth in the proxy, so long as no specific contrary instruction is given by the shareholder. Because the item is undefined in advance, it can encompass ministerial procedural questions, motions related to the conduct of the meeting, or unforeseen substantive proposals not timely submitted for inclusion in the proxy. From a governance perspective, the existence of this item preserves the Board’s and management’s flexibility to respond to last-minute, immaterial, or procedural matters without reconvening a new meeting. For investors and analysts, the key consideration is whether any material item might be raised under this heading; the company states it does not presently know of any other business and does not intend to bring other matters, which reduces practical risk. The proxy also notes that solicitation deadlines and procedures for 2027 proposals are set out in the materials, implying shareholders have a formal channel to submit substantive proposals for future meetings. Given that discretionary voting on unspecified matters will generally be exercised in accordance with the Board’s judgment, institutional investors concerned about governance should monitor whether any significant proposals are introduced outside the standard proxy inclusion process. In sum, this item is routine and procedural but grants proxies authority to handle unexpected or procedural matters at the meeting, with limited practical impact absent the emergence of substantive, untimely proposals.