Lakeland Financial Corp

This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to certain named executive officers. Management seeks this advisory approval as part of the Company’s regular annual corporate governance practice and to provide shareholders with a means to express their views on executive pay policies and decisions. Although the vote is non-binding, a negative result typically prompts enhanced engagement between the board and shareholders and may lead the Compensation Committee to revisit elements of the compensation program. The Board’s recommendation to vote FOR the proposal indicates it believes the compensation structure appropriately aligns pay with performance, incentivizes long-term shareholder value, and reflects market practices. In evaluating the proposal, investors will consider the transparency of pay disclosures, the balance between fixed and incentive pay, performance metrics used, and any problematic pay practices. Proxy advisory firms often review similar factors and their recommendations can influence institutional voting; the company likely considered these dynamics when making its recommendation. A strong affirmative vote serves as validation of the compensation framework, while a weak vote could trigger reputational and governance consequences and require further disclosure or changes. Given the advisory nature, the outcome does not directly change pay but informs the Compensation Committee’s future decisions and shareholder engagement priorities.