Western New England Bancorp Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four nominees (Laura J. Benoit, Donna J. Damon, Lisa G. McMahon, Steven G. Richter) to the Board for three-year terms expiring in 2029.

2. 2

   Non-Binding Advisory Resolution on the Compensation of the Named Executive Officers

   ManagementBoard: FOR

   Advisory (non-binding) shareholder vote to approve the Company’s executive compensation disclosure and overall compensation program for the Named Executive Officers as described in the proxy (Say-on-Pay).

   More detail

   This proposal asks shareholders to cast a non-binding, advisory vote approving the disclosed compensation of the Company’s Named Executive Officers (NEOs) as set forth in the proxy. The vote is required by Dodd-Frank/SEC rules but is advisory and does not alter contractual arrangements; however, the Compensation Committee and Board use the outcome to inform future pay decisions. Management frames this proposal as endorsement of a compensation program built to align pay with performance and shareholder interests: base salary, a Short-Term Incentive (STI) cash program tied to corporate metrics (net interest margin, expense ratio, pre-tax/pre-provision income, and nonperforming loans) and an annual Long-Term Incentive (LTI) program composed of time-based and performance-based restricted shares using ROAE and three-year cumulative EPS metrics. The Compensation Committee engages an independent consultant (Pearl Meyer), applies gating (minimum trigger of 80% of budgeted net income and satisfactory regulatory ratings), uses clawback/incentive recovery provisions, and enforces stock ownership guidelines to reinforce alignment and prudent risk-taking. Recent outcomes illustrate the program’s pay-for-performance features: 2025 STI payouts were funded and paid at ~134.3% of target following strong PTPPI and expense results, while certain multi-year LTI performance awards (the 2023 LTI) were forfeited when multi-year ROAE/EPS thresholds were not met, demonstrating downside discipline. The Board’s rationale for recommending support emphasizes that the plan balances short- and long-term incentives, retention and risk controls and that prior advisory votes have been supportive (approximately 95% support in 2025). From a governance and investor perspective, analysts should assess whether the selected metrics, exclusions and committee discretion produce appropriate risk-adjusted incentives, whether the mix of STI and LTI appropriately balances retention and pay-for-performance, and whether disclosure provides sufficient detail on adjustments, discretion and potential unintended incentives. Although the Board presents robust governance features (independent consultant, clawback policy, disclosure of targets and outcomes), the non-binding nature of the vote means shareholders must weigh whether these design features and recent compensation outcomes justify continued support or warrant dialogue with the Compensation Committee about metric construction, gating and transparency.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

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When is the Western New England Bancorp Inc 2026 annual meeting?

Western New England Bancorp Inc (WNEB) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Western New England Bancorp Inc 2026 meeting?

The record date for the Western New England Bancorp Inc 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Western New England Bancorp Inc's 2026 meeting?

The board is presenting 4 director nominees at the Western New England Bancorp Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Western New England Bancorp Inc 2026 meeting?

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