DEF 14A of Auburn National Bancorporation, Inc
Filed Apr 2, 2026 · FY20250001193125-26-139480
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION OF DIRECTORS Twelve persons have been nominated to serve on the Company’s Board of Directors for one-year terms expiring at the Company’s next scheduled annual meeting of shareholders and until their successors have been elected and qualified. All the nominees for director are current directors of the Company, and all have agreed to serve, if elected. Proxies cannot be voted for more than the 12 nominees. Cumulative voting for directors is not permitted. All shares represented by valid Proxies received and not revoked before they are exercised will be voted in the manner specified therein. If no specification is made, the Proxies will be voted for the election of all 12 nominees listed below. In the unanticipated event that any nominee is unable to serve, the persons designated as proxy holders will cast votes for the remaining nominees and for such other replacements as may be nominated by the Company’s Board of Directors. Nominees for directors are elected if the nominee receives more votes “FOR” the nominee than “AGAINST” the nominee.
The nominees have been nominated by the Company’s Board of
The nominees have been nominated by the Company’s Board of
Directors based on the recommendation of the
Directors based on the recommendation of the
Nominating and Corporate Governance Committee, and
Nominating and Corporate Governance Committee, and
the Board unanimously recommends you vote
the Board unanimously recommends you vote
“FOR”
“FOR” the election of all 12 nominees listed below.
Information about Nominees for Directors and Executive Officers
Information about Nominees for Directors and Executive Officers The following table sets forth the name and age of each nominee for director, a brief description of his or her principal occupation and business experience, certain other directorships and how long he or she has been a director for the Company or the Bank. In addition, we have also provided a brief discussion of the specific experience, qualifications, attributes or skills that led to the Nominating and Corporate Governance Committee’s conclusion that the nominee should serve as one of our directors. Except for Robert W. Dumas, Chairman of the Board of Directors of the Company and the Bank and David A. Hedges, President and CEO of the Company and the Bank, none of the nominees are employed by the Company or the Bank or any entity that is an affiliate of the Company or the Bank.
Summary Compensation Table
Summary Compensation Table The following table provides information concerning the compensation of our named executive officers for the years ended 2025 and 2024.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information regarding restricted stock unit (“RSU”) awards granted to the Company’s named executive officers on July 24, 2025 pursuant to the Company’s 2024 Equity and Incentive Compensation Plan (the “2024 Plan”) and related Award Agreements. All these RSUs were outstanding at December 31, 2025 and all vested on March 10, 2026, when shares were issued in respect of the RSUs and related dividend equivalents net of shares withheld by the Company for taxes.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The Company had no option exercises or stock awards that vested during 2025 for the named executive officers.
Outstanding Equity Awards
Outstanding Equity Awards
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation The Company does not offer any pension or nonqualified deferred compensation benefits to its officers.
POTENTIAL PAYMENTS
POTENTIAL PAYMENTS