UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )



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[×]Definitive Proxy Statement

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□Soliciting Material Pursuant to §240.14a-12

EVANS BANCORP, INC.

(Name of Registrant as Specified in Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



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Dear Valued Shareholders, Clients, Associates and Friends,

I am pleased to begin my report by recognizing the committed efforts of our team in again performing and delivering results against a backdrop of interest rate volatility and economic challenges which continued and accelerated throughout the year. Evans delivered historic net income performance of $24.2 million during 2023, though not in a typical manner. Margin pressures constrained operating income as a result of further extraordinary levels of Federal Reserve rate actions to combat inflation, which severely increased deposit costs and competition for deposits. Through this period, Evans successfully maintained its deposit relationships and liquidity position. Loan and asset yields however, did not rise as extensively as funding, which was where margin pressure emanated. Growth was also muted by higher rates, with stressed project economics and slack mortgage demand, despite some quality commercial lending growth. The Bank sought to address these pressures by carefully controlling costs and executing projects and investments aimed at driving operational efficiencies and scalability.

The major development for the year was the sale of The Evans Agency. For 23 years, The Evans Insurance Agency has been an integral part of Evans Bank, through the acquisition of over 15 insurance agencies and the delivery of strong non-interest income to supplement our earnings. This year, after extensive diligence, the Bank executed the strategic sale of the Agency to Arthur J. Gallagher & Co. (AJG), an American based global insurance brokerage and risk management services firm, for $40 million or almost 20 years of earnings. While not repeatable operating income, this transaction resulted in significant value creation, including tangible book value growth of $4.59 per share, an after-tax gain of $13.5 million, and the elimination of $12 million of goodwill and other intangibles. The sale created a significant return of capital and provides strategic flexibility to redeploy back into our core banking franchise to create further value.

In addition to the financial benefits of the Evans Agency sale, there were no job eliminations - all insurance team members were offered positions and continue working with existing colleagues and leadership. The acquisition of the Agency provides staff with significant opportunities to grow in their careers and flourish with expanded offerings of insurance, risk management and benefits services in an insurance-only platform with substantial resources, focus, and an unrivaled toolkit.  For clients and the community, we chose a partner that is values based, cares deeply about culture and clients, and provides a greater breadth of insurance expertise in many specialty areas.  Additionally, clients are experiencing continuity, as our former insurance associates and leadership continue to work on their behalf.  This includes a relationship to service the Bank as our insurance broker and a continuing referral relationship between Evans Bank and our colleagues joining AJG.

Evans Bank’s performance in 2023 was characterized by resiliency. Growth, while difficult to come by, was attained through commercial business and lending activity. A restructuring of the balance sheet to reduce lower yielding assets was one of the strategic opportunities afforded with the capital generated by the Insurance Agency sale, allowing us to pay down borrowings with proceeds, which is anticipated to improve returns in 2024 and into the future. All these actions were taken to deliver results in a challenging environment.



We continue to be focused on shareholder returnMarch 22, 2018, with an increase in dividends of approximately 5% to $1.32/share. 

It is expected that headwinds for community and regional financial institutions will persist for some time, putting pressure on margins and funding until interest rates recede with evidence of a Federal Reserve easing cycle to support slowing economic activity.





To Our Shareholders:



On behalf of the Board of Directors, I cordially invite you to attend the 2018 Annual Meeting of Shareholders of Evans Bancorp, Inc.  The Annual Meeting this year will be held at Evans Bancorp, Inc.,  One Grimsby Drive, Hamburg, NY 14075, onThursday, April 26,  2018 at 9:00 a.m.  The formal Notice of the Annual Meeting is set forth on the following page.

The enclosed Notice and Proxy Statement contain details concerning the business to come before the 2018 Annual Meeting.  The Board of Directors of Evans Bancorp recommends a vote “FOR” the election of Robert G. Miller, Jr., Kimberley A. Minkel, Christina P. Orsi, Michael J. Rogers, and Oliver H. Sommer for a three year term. The Board of Directors of Evans Bancorp also recommends a vote “FOR” the approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, and “FOR” ratification of the appointment of KPMG LLP as Evans Bancorp’s independent registered public accounting firm for fiscal year 2018.

To Vote:

Your vote is important, regardless of whether or not you attend the Annual Meeting in person.  I urge you to sign, date, and return the enclosed proxy card in the postage-paid envelope provided as promptly as possible. In this way, you can be sure that your shares will be voted at the meeting.  If you are voting “FOR” the election of the nominated directors, “FOR” the approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, and “FOR” ratification of the appointment of KPMG LLP as Evans Bancorp, Inc.’s independent registered public accounting firm for fiscal year 2018, you need only date, sign and return the proxy card.

Voting is tabulated by an independent firm; therefore, to ensure that your vote is received in a timely manner, please mail the white proxy card in the envelope provided - do not return the proxy card to Evans Bancorp, Inc.

To Attend the Annual Meeting:

To ensure that our reservation count will be accurate, if you plan to attend the meeting, please complete the appropriate section on the white proxy card and return it in the postage-paid envelope provided - do not return the proxy card to Evans Bancorp, Inc.

PLEASE NOTE THAT, DUE TO LIMITED SEATING, WE WILL NOT BE ABLE TO ACCOMMODATE GUESTS OF OUR SHAREHOLDERS AT THE ANNUAL MEETING, AND MUST LIMIT ATTENDANCE TO SHAREHOLDERS ONLY.

Thank you for your confidence and support.

Sincerely,

David J. Nasca

President and Chief Executive Officer



Other Highlights

A newly formed Growth team, including Commercial, Retail and Consumer Banking, and Marketing, began to realize the benefits of their new alignment in 2023. The Commercial Team produced 4.1% growth in the commercial portfolio and welcomed a 30-year Rochester Commercial Banking veteran as new Regional Director, responsible for building and leading the Commercial and Industrial (C&I) team to further establish the Bank in the Rochester market.  The Wealth Management program grew net new assets and increased Assets Under Management by 9% over 2022.   A new “Orange” consumer product suite featuring two savings accounts and three checking accounts, including a BankOn certified no-fee checking account, was launched and created strong customer acquisition. 

Evans made significant strides in technology and operational effectiveness this year, with upgrades and enhancements to both systems and client experience.  The adoption of Glia and Illuma technology allows the Customer Experience Center to communicate with clients more efficiently via a variety of channels. Digital banking enhancement remains a priority and planning continues for future implementation, and progress on the commercial efficiency project resulted in more effective loan workflows and streamlined processing.

Evans was once again certified as a Great Place to Work by its associates, based on feedback they provided in the annual associate survey. Leadership continued to balance business needs and changing workforce dynamics by instituting a renewed hybrid model combining onsite collaboration and remote work.  In a benchmark culture survey, 83% of associates stated they experience others exhibiting our Core Values (focus on customers, live your passion, showcase your talent, take ownership, value others, and do the right thing) on a consistent basis, and experience our culture norms (belonging, agility, purpose, collaboration, influence, impact and accountability) on a frequent basis.

We reinforced our deep commitment to Inclusion, Diversity, Equity and Awareness (IDEA) with an emphasis on our Inclusive Strategic Plan to better empower Evans associates to further our culture and recruit and promote associates with diverse backgrounds. We adopted an Employee Resource Group structure and established a Culture Ambassador program to further inclusion and belonging at Evans, and enhanced alignment of the Diversity, Equity, and Inclusion (DEI) Advisory Council. Externally, we are continuing to build communication that reflects our IDEA focus and activities.

On the philanthropic front, Evans Bank’s signature community partnership, Work/Life Solutions, was recognized nationally for its effectiveness during FINRA’s National “Financial Wellness at Work” Conference held in Buffalo. The program, which was expanded for employees of nonprofit organizations serving East Buffalo, continues to positively impact the lives of those in participating organizations by increasing their financial standing and access to services. 

Evans associates continued to serve the community through volunteerismin 2023. Our Financial Fitness team, which is comprised of dozens of associates from across lines of business and support functions, facilitated 76 workshops for over 1,700 participants on varying topics, including Fraud Prevention, Savings Options, Budgeting and Insurance for Business.  Over 50 of the workshops were conducted in low- or moderate-income neighborhoods in Buffalo and Rochester. 

As we begin 2024, we are passionately committed to driving value for all our stakeholders and addressing head-on the economic headwinds that continue to impact the Financial Services Industry. We greatly value and appreciate your trust and confidence in Evans to deliver on this commitment.











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Proxy Summary

Matters to be Voted Upon

How to Vote as a Registered Shareholder

EVANS BANCORP, INC.

6460 Main Street

Williamsville, NY 14221

Proxy Statement

Dated March 25, 2024 

For the Annual Meeting of Shareholders to be held May 7, 2024 

General Information

This Proxy Statement is furnished to the shareholders of Evans Bancorp, Inc., a New York corporation (the “Company”), in connection with the solicitation of proxies for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at meetnow.global/MFSSWY9on Tuesday, May 7,  2024 at 9:00 a.m. EST and at any adjournments thereof.

Shares of common stock represented by a properly executed proxy will be voted in the manner instructed, or if no instructions are indicated, “FOR” the election of the director nominees named therein, “FOR” the approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, and “FOR” ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2024. A proxy may be revoked at any time before it is voted at the Annual Meeting by delivering to the Secretary of the Company a written revocation or a duly executed proxy bearing a later date or by attending the Annual Meeting and voting at the meeting. Any shareholder of record may vote at the Annual Meeting, whether or not he or she has previously given a proxy. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you give proper written notice of revocation to the Secretary before the proxy is exercised or you vote by written ballot at the meeting. If you are a beneficial owner of shares held in street name and you wish to vote at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares.

The enclosed proxy is being solicited by the Board of Directors of the Company. The total cost of solicitation of proxies in connection with the Annual Meeting will be borne by the Company.

Internet Availability of Proxy Materials

We are relying upon a U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to shareholders over the Internet. As a result, on or about March 25, 2024, we sent by mail or e-mail a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report to Shareholders, over the Internet and how to vote. Internet availability of our proxy materials is designed to expedite receipt by shareholders and lower the cost and environmental impact of our Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice Regarding the Availability of Proxy Materials.

If you received your proxy materials via e-mail, the e-mail contains voting instructions, including a control number required to vote your shares, and links to the Proxy Statement and the Annual Report to Shareholders on the Internet. If you received your proxy materials by mail, the Notice of Annual Meeting, Proxy Statement, proxy card and 2023 Annual Report on Form 10-K are enclosed.

If you hold our common stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions for each in order to vote all of your shares of our common stock.

General Information

Questions and Answers About Our Annual Meeting

Q.Why Did I Receive this Proxy Statement?

Our Board is soliciting your proxy to vote at the meeting because you were a shareholder of our Company as of March 11, 2024, the Record Date, and are entitled to vote.

This Proxy Statement summarizes the information you need to know in order to cast a vote at the meeting.

Q.What Am I Voting On?

You are voting on three items:

•election of directors named in this Proxy Statement

•approval, by a non-binding advisory vote, of the compensation paid to the Company’s named executive officers (“Say on Pay”)

•ratification of the appointment of Crowe LLP as our independent registered public accounting firm for fiscal year 2024 

Q.How Do I Vote?

Shareholders of record – registered shareholders

If you are a shareholder of record, there are four ways to Vote:

Street name holders

Shares of our common stock that are held in a brokerage account in the name of the broker or by a bank, trustee, or other nominee are held in “street name.” If your shares are held in street name, you should follow the voting instructions provided by your broker, bank, trustee, or other nominee. If you hold your shares in street name and wish to vote at the meeting, please obtain instructions on how to vote at the meeting from your broker, bank, trustee or other nominee.

Q.What Are the Voting Recommendations of the Board of Directors?

If you return a properly executed proxy card without instructions, the persons named as proxies will vote your shares in accordance with the recommendations of our Board.

General Information

Q.Will Any Other Matters Be Voted On?

We do not know of any other matters that will be brought before the shareholders for a vote at the Annual Meeting. If any other matter is properly brought before the meeting, your signed paper or electronic proxy gives authority to the proxy holders, with full power of substitution, to vote your shares at their discretion.

Q.Why Haven’t I Received a Printed Copy of the Proxy Statement or Annual Report?

We are taking advantage of Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to shareholders via the Internet. This allows us to avoid printing and mailing proxy materials to shareholders who prefer to review the materials online. If you received a Notice of Internet Availability of Proxy Materials, or “Notice,” by mail, you will not receive a printed copy of the proxy materials, unless you submit a specific request.

The Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and annual report as well as how to submit your proxy over the Internet. If you received the Notice and would still like to receive a printed copy of the proxy materials, you should follow the instructions for requesting these materials included in the Notice. We plan to mail the Notice to shareholders on or about March 25, 2024. 

Q.Who Can Attend the Annual Meeting Virtually?

Any Evans Bancorp, Inc. shareholder as of the close of business on the Record Date may attend the virtual meeting. To participate in the Annual Meeting, visit meetnow.global/MFSSWY9.  

You will need the control number included in the shaded box on your Notice of Internet Availability of Proxy Materials on your proxy card or on the instructions that accompanied your proxy materials.  The meeting will begin promptly at 9:00 a.m. Eastern Time on May 7, 2024.  We encourage you to access the meeting prior to the start time leaving ample time for check in.

Shareholders who hold their shares through an intermediary, such as a bank or broker, must register in advance to vote and/or ask questions at the Annual Meeting. To register, shareholders must submit proof of proxy power (legal proxy) reflecting their Evans Bancorp, Inc. holdings along with their name and email address to Computershare at legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 22, 2024. Shareholders will receive a confirmation email with a control number from Computershare regarding their registration.

Q.Who Is Entitled to Vote at the Meeting? 

Only shareholders of record at the close of business on the Record Date of March 11, 2024 are entitled to receive notice of and to participate virtually in the Annual Meeting. If you were a shareholder of record on that date, you will be entitled to vote all of the shares you held on that date at the meeting, or at any postponement or adjournment thereof.

Q.How Many Votes Do I Have?

You will have one vote for each share of our common stock you owned at the close of business on the Record Date.

Q.What Constitutes a Quorum for the Annual Meeting?

The presence of the holders of a majority (greater than 50%) of the votes entitled to be cast at the meeting constitutes a quorum. Presence may be in person or by proxy. Abstentions and broker non-votes are counted as present and entitled to vote at the meeting for purposes of determining a quorum. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of a quorum at the meeting.

Q.What Vote Is Required to Approve Each Proposal?

With respect to Item 1, subject to our majority voting policy described under the heading “Corporate Governance – Independence of Directors – Director Majority Voting Policy” in this Proxy Statement, directors are elected by a plurality of the votes cast, without regard to either broker non-votes or abstentions. Plurality voting means that the number of candidates who receive the highest number of votes will be elected.  Brokers do not have discretionary authority with respect to the election of directors.

General Information

With respect to Items 2 and 3, the affirmative vote of a majority of the votes cast is required for approval, assuming a quorum is present. With respect to Item 2, because this vote is advisory, it will not be binding upon the Board; however, the Human Resource and Compensation Committee and the Board have in the past considered and will continue to consider the outcome of the vote when making decisions for future executive compensation arrangements.

Brokers have discretionary authority to vote with respect to the ratification of the appointment of independent registered public accountants. Brokers do not have discretionary authority to vote with respect to the other proposals. Abstentions and broker non-votes will have no effect on Items 1, 2 and 3.

Q.What if I am a Beneficial Owner and Do Not Give Voting Instructions to My Broker? What is a Broker Non-Vote?

If you are a beneficial owner whose shares are held in “street name” (i.e., held of record by a broker, bank, trustee, or other nominee), you must instruct the broker, bank, trustee or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker, bank, trustee or other nominee does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the nominee can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required. For the 2024 meeting, your broker does not have discretionary authority to vote on the election of directors or on the advisory vote to approve the Company’s executive compensation (the “Say-on-Pay” vote). If you do not provide voting instructions, a broker non-vote will occur and your shares will not be voted on these matters. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

Q.Can I Change My Vote or Revoke My Proxy?

Yes. You may change or revoke your proxy by sending in a new proxy card with a later date, casting a new vote by telephone or Internet or sending a written notice of revocation to our Corporate Secretary at Evans Bancorp, Inc., 6460 Main Street Williamsville, NY 14221. If you attend the meeting virtually and wish to vote at the meeting, you may request that your previously submitted proxy be revoked.

Q.How Will My Shares Be Voted if I Submit a Proxy Without Indicating My Vote?

If you submit a properly executed proxy without indicating your vote, your shares will be voted as follows:

•FOR each director nominee named in this Proxy Statement;

•FOR the approval, by a non-binding advisory vote, of the Company’s executive compensation; and

•FOR ratification of the appointment of Crowe LLP as our independent registered public accountants for 2024.  

Q.Who to contact if I have questions about my shareholder information? 

You can contact Computershare Investor Services by phone 888-294-8217 or by mail at P.O. Box 505005, Louisville, KY 40233-5005.  

Voting Securities

Only holders of shares of common stock of record at the close of business on March 11, 2024 are entitled to notice of and to vote at the Annual Meeting and at all adjournments thereof. At the close of business on March 11, 2024, the Company had 5,508,593 shares of common stock outstanding. For all matters to be voted on at the Annual Meeting, holders of common stock are entitled to one vote per share.

A quorum of shareholders is necessary to hold a valid Annual Meeting. A majority of shares entitled to vote, present virtually or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. Broker non-votes and abstentions will be counted as being present or represented at the Annual Meeting for purposes of establishing a quorum. A broker non-vote occurs on an item when a broker is not permitted to vote on that item without timely instruction from the beneficial owner of the shares and no instruction is given.

Vote Required and Board Recommendations

Plurality Vote – Proposal I

Subject to our majority voting policy described under the heading “Corporate Governance – Independence of Directors – Director Majority Voting Policy” in this Proxy Statement, under New York law and the Company’s bylaws, directors are elected by the affirmative vote, virtually or by proxy, of a plurality of the votes cast at a meeting at which a quorum is present, without regard to broker non-votes or abstentions. This means that, for Proposal I, the four director nominees identified in this Proxy Statement will be elected if they receive more affirmative votes than any other nominees. However, under our majority voting policy, any director nominee who receives a greater number of votes “WITHHELD” than “FOR” their election must tender their resignation for the Board’s consideration.

Majority Vote – Proposals II and III

Proposals II and III must be approved by a majority of the votes cast at the Annual Meeting. This means that, in order for each of these proposals to be approved by the Company’s shareholders, the number of votes cast “For” a particular proposal must be greater than the number of votes cast “Against” that proposal.

Abstentions and Broker Non-Votes

If you hold your shares (i.e., they are registered) through a bank, broker or other nominee in “street name” but you do not provide the firm that holds your shares with your specific voting instructions, it will only be allowed to vote your shares on your behalf in its discretion on “routine” matters, but it cannot vote your shares in its discretion on your behalf on any “non-routine” matters. This result is known as a “broker non-vote”. Proposal I relating to the election of your Board’s nominees for Directors and Proposal II relating to Say on Pay are considered “non-routine” matters. Proposal III relating to the appointment of the Company’s independent auditors for fiscal year 2024 is considered a “routine” matter. While your broker will have discretionary authority to vote your uninstructed shares “for” or “against” or “abstain” from voting on Proposal III, your broker will have no discretionary authority to vote your shares on Proposals I and II at the Annual Meeting. If you hold your shares in street name, please follow the voting instructions sent to you by your bank, broker or other nominee.

Abstentions and broker non-votes will be counted as present for purposes of determining the existence of a quorum at the Annual Meeting. However, broker non-votes will not be treated as votes “cast” at the Annual Meeting and will have no effect on the outcome of any of the proposals to be considered at the Annual Meeting. Likewise, for Proposals I, II, and III, abstentions will not be treated as votes “cast” at the Annual Meeting and will have no effect on the outcome of these Proposals.

Security Ownership of Management and Certain Beneficial Owners

The following table sets forth information, as of March 11, 2024, concerning:

•Each person whom we know beneficially owns more than 5% of our common stock.

•Each of our directors and nominees for the Board of Directors.

•Each of our Named Executive Officers, as defined below under “Executive Compensation”.

•All of our directors and executive officers as a group.

General Information

Beneficial ownership is determined under the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting or investment power with respect to our securities. Except as indicated in the footnotes to this table, the persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned. The number of shares beneficially owned by each person as of March 11, 2024 includes shares of common stock that such person has the right to acquire on or within 60 days after March 11, 2024 upon the exercise of vested stock options and also includes shares of restricted stock that are subject to forfeiture and transfer restrictions until the vesting date thereof. For each person or group included in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person, calculated as described in the previous sentence, by the sum of the 5,508,593 shares of common stock outstanding on March 11, 2024 plus the number of shares of common stock that such person or group has the right to acquire on or within 60 days after March 11, 2024. Beneficial ownership representing less than one percent is denoted with an asterisk “*”.

Equity Compensation Plans. All equity compensation plans maintained by the Company were approved by the Company’s shareholders. Shown below is certain information as of December 31, 2023 concerning the shares of the Company’s common stock that may be issued under existing equity compensation plans. 

(1)This column excludes shares reflected under the column “Number of Securities to be issued upon exercise of outstanding options.”

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the Company’s officers and directors, and persons who beneficially own more than 10% of the Company’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the Company and written representations from the Company’s officers and directors, the Company believes that during or with respect to fiscal year 2023, all reports required by Section 16(a) of the Exchange Act were timely filed, except that Mr. Nasca and Mr. Connerton each filed a report on Form 4 that was one day late for transactions relating to the issuance of restricted stock units of 2,394 and 939, respectively.

Proposal I – Election of Directors

The Company’s bylaws provide for a classified board of directors, with three classes of directors, each nearly as equal in number as possible. Each class serves for a three-year term, and one class is elected each year. The Board of Directors is authorized by the Company’s bylaws to fix from time to time, the number of directors that constitute the whole Board of Directors. The Board size has been set at twelve members. The nominees for director at the 2024 Annual Meeting are: Dawn DePerrior, Kimberley A. Minkel, Christina P. Orsi, and Michael J. Rogers - for terms to expire at the 2027 Annual Meeting and until their successors are duly elected and qualified.

The Board of Directors has no reason to believe that any nominee would be unable or unwilling to serve, if elected. In the event that any nominee for director becomes unavailable and a vacancy exists, it is intended that the Corporate Governance and Nominating Committee of the Board of Directors will recommend a substitute nominee for approval by the Board of Directors.

Required Vote

Subject to our majority voting policy described under the heading “Corporate Governance – Independence of Directors – Director Majority Voting Policy” in this Proxy Statement, under New York law and the Company’s bylaws, directors are elected by the affirmative vote, in person or by proxy, of a plurality of the votes cast at a meeting at which a quorum is present, without regard to either broker non-votes or abstentions. This means that, for Proposal I, the four director nominees identified in this Proxy Statement will be elected if they receive more affirmative votes than any other nominees. 

Unless otherwise directed, the persons named in the proxy card intend to vote shares as to which proxies are received “FOR” each of the director nominees:  Dawn DePerrior, Kimberley A. Minkel, Christina P. Orsi, and Michael J. Rogers.

Proposal I – Election of Directors

Information Regarding Directors, Director Nominees and
Executive Officers

Corporate Governance 

•11 of 12 Board Members are independent

•All members of the Audit, Human Resource and Compensation, and Corporate Governance and Nominating Committees are independent

•Positions of Chairman and CEO have been separated since 2001

•All directors are in compliance with stock ownership requirements

Board Qualifications Tenure Gender Age

Proposal I – Election of Directors

The following tables set forth the names, ages, and positions of the director nominees, the directors continuing in office, and the executive officers of the Company:

Nominees for Director:

Directors Continuing in Office and Executive Officers:

†Executive Officer

Proposal I – Election of Directors

Directors, Director Nominees and Executive Officer Information

Set forth below are the biographies of (1) each of the nominees and continuing directors containing information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director for the Company, and (2) the executive officers of the Company.

Nominees for Director

Proposal I – Election of Directors

Proposal I – Election of Directors

Directors Continuing in Office and Executive Officers

Directors Continuing in Office 

Directors Continuing in Office 



The Audit Committee met six times during fiscal 2017.  The Audit Committee is responsible for reviewing the financial information of the Company that will be provided to shareholders and others, overseeing the systems of internal controls which management and the Board of Directors have established, selecting and monitoring the performance of the Company’s independent auditors, and overseeing the Company’s audit and financial reporting processes.  The Board of Directors has determined that John R. O’Brien, Michael J.

Rogers, Nora B. Sullivan and Lee C. Wortham each qualify as an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K, and that each member of the Audit Committee is an "independent director" in accordance with applicable NYSE American listing requirements, including the heightened independence requirements applicable to Audit Committee members, and Rule 10A-3(b)(1) under the Exchange Act.  The Board of Directors has adopted an Audit Committee Charter, which is available in the Governance Documents section of the Company's website at www.evansbancorp.com, which can be found under the “Corporate Overview” tab.

Human Resource and Compensation Committee:

The Human Resource and Compensation Committee met six times during fiscal 2017.  The Human Resource and Compensation Committee is responsible for administering the Company’s 2009 Long-Term Equity Incentive Plan and awarding new grants thereunder, for administering the Evans Excels Performance Incentive Plan, the Employee Stock Purchase Plan, the Executive Severance Plan, the SERP Plans (defined below), the Deferred Compensation Plan, and the Executive Incentive Retirement Plan for making such determinations and recommendations as the Human Resource and Compensation Committee deems necessary or appropriate regarding the remuneration and benefits of employees of the Company and its subsidiaries and, in addition, for reviewing with management the Compensation Discussion and Analysis and providing a report recommending to the Board of Directors whether the Compensation Discussion and Analysis should be included in the Proxy Statement.

The Human Resource and Compensation Committee has the authority to act on behalf of the Board of Directors in setting compensation policy, administering Board or shareholder approved compensation plans, approving benefit programs and making decisions for the Board with respect to compensation of senior management.  Except as otherwise required by the applicable rules of the SEC or the NYSE American, the Human Resource and Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Human Resource and Compensation Committee, the Board or members of management.  As discussed in more detail below under “Compensation Discussion and Analysis,” the Company’s executive officers may attend Human Resource and Compensation Committee meetings to present data and analysis and to make recommendations regarding compensation, benefit plans and promotions for executive officers other than the President and CEO.  The Human Resource and Compensation Committee, on an annual basis, reviews and approves corporate goals and objectives relevant to CEO and other officer compensation, evaluates the performance of the CEO and the other executive officers in light of those goals and objectives, and determines and recommends compensation levels for the CEO and the other executive officers to the full Board of Directors based on this evaluation.

The Human Resource and Compensation Committee also has the authority to review and recommend to the full Board for approval director compensation, including board fees, committee fees and additional compensation, including awards of restricted stock and stock options.

In carrying out its duties, the Human Resource and Compensation Committee has the authority to retain, at the Company’s expense, to oversee the work of, and to terminate, a compensation consultant.  The Human Resource and Compensation Committee also has the authority to retain independent counsel and other advisors at the Company’s expense.  The Committee did not engage an independent compensation consultant or other advisor during 2017.  During 2016, the Human Resource and Compensation Committee engaged Pearl Meyer & Partners, an executive compensation consultant specializing in community bank compensation plans, to provide advisory services regarding executive and director compensation.

The Committee reviews and re-approves, on an annual basis, its committee charter and the Company’s compensation philosophy, which is described in greater detail below.  The Committee also conducts an annual self-assessment to confirm the Committee’s satisfactory completion of its responsibilities under its committee charter. As a result of its 2017 self-assessment, the Committee concluded that it was meeting its objectives as set forth in its committee charter.Independent Director

The Board of Directors has determined that each of the members of the Human Resource and Compensation Committee is an “independent director,” in accordance with applicable NYSE American listing requirements, including the heightened independence requirements applicable to compensation committee members.  The Board of Directors has adopted a Human Resource and Compensation Committee Charter, which is available in the Governance Documents section of the Company’s website at Age:www.evansbancorp.com,  which can be found under the “Corporate Overview” tab  54

Director Since:  2014

Committees:

Corporate Governance and Nominating, Committee:Human Resource and Compensation

The Corporate Governance and Nominating Committee met five times during fiscal 2017.  Its purpose is to assist the Board in developing and implementing corporate governance guidelines for the Company, and to provide oversight of the corporate governance affairs of the Company, including strategic planning.  It is also charged with the responsibility of identifying and recommending to the Board candidates for director nominees to be presented to the shareholders for their consideration at the Annual Meetings of Shareholders, and to fill vacancies on the Board of Directors.  The director nominees for the Annual Meeting were selected by a majority of the independent directors of the full Board.  The Board of Directors has determined that each of the members of the Corporate Governance and Nominating Committee is an "independent director," in accordance with applicable NYSE American listing requirements. The Board of Directors has adopted a Corporate Governance and Nominating Committee Charter, which is available in the Governance Documents section of the Company’s website at www.evansbancorp.com, which can be found under the “Corporate Overview” tab.

Biographical Information

The Company's bylaws set out the procedure to be followed by shareholders desiring to nominate directors for consideration at an annual meeting of shareholders.  Under the Company's bylaws, shareholder director nominations must be submitted to the Secretary of the Company in writing not less than 14 days nor more than 50 days immediately preceding the date of the annual meeting.  If less than 21 days notice of the annual meeting is given to shareholders, nominations must be mailed or delivered to the Secretary of the Company not later than the close of business on the seventh day following the day on which the notice of meeting was mailed.  Such notification must contain the following information to the extent known by the notifying shareholder: (a) name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of common stock of the Company that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of common stock of the Company owned by the notifying shareholder.  Candidates for nomination to the Board of Directors must meet criteria established from time to time by the Board of Directors or a duly authorized committee of the Board.  Additionally, the Company's bylaws require that, in order to serve asMr. Pfalzgrafhas been a director of the Company an individual must be less than 70 yearssince 2014. He has been a Managing Partner of age.  The Company’s bylaws provide thatRupp, Pfalzgraf LLC, a Director who obtainslaw firm specializing in private business enterprises ranging from closely-held family businesses to multi-national corporations, since April 2000. Mr. Pfalzgraf leads the age of seventy (70) years old during his or her term as a Director may remain in office through the expiration of his or her term.  Nominations not made in accordancefirm’s corporate practice group, working primarily with the bylaws of the Company may be disregarded by the presiding officer of the meeting, in his or her discretion,private business enterprises ranging from closely-held family businesses to multi-national corporations. He assists clients with all corporate needs including business formations, restructurings, mergers and upon his or her instruction, the inspectors of election may disregard all votes cast for each such nominee.  However, in the event that any such nominee is nominated by more than one shareholder, the nomination shall be honored,acquisitions, financing and all votes cast in favor of such nominee shall be counted if at least one nomination for that person complies with the provisions of the bylaws of the Company.investment, development, labor and employment issues, and commercial transactions.

The process whereby the Corporate GovernanceWe believe Mr. Pfalzgraf’s extensive legal and Nominating Committee identifies director candidates may include identificationbusiness experience makes him a valuable member of individuals well-known in the community in which the Company operates and individuals recommended to the Corporate Governance and Nominating Committee by current directors or officers who know those individuals through business or other professional relationships, as well as recommendations of individuals to the Corporate Governance and Nominating Committee by shareholders and customers.  The Company has not historically received director candidate recommendations from its shareholders.  However, the Corporate Governance and Nominating Committee will consider qualified nominees recommended by shareholders, and there is no difference in the manner in which the Corporate Governance and Nominating Committee will evaluate director candidates recommended by shareholders, as opposed to director candidates presented for consideration to the Corporate Governance and Nominating Committee by directors, officers or otherwise.  The Corporate Governance and Nominating Committee, in conjunction with the CEO, maintain a list of potential director candidates based upon community reputation and contacts, record of accomplishment, and skill set.  Additionally, the Corporate Governance and Nominating Committee reviews committee and Board assessments for competencies and needs and seeks to identify candidates that will assist in the continued development and enhancement of theour Board of Directors.  In its evaluation of prospective director candidates, the Corporate GovernanceDirectors, and Nominating Committee considers an individual's independence (as defined in the listing rules of the NYSE American),to serve as well as his or her skills and experience relative to the needs of the Company.  Director candidates meet personally with the membersa member of the Corporate Governance and Nominating Committee, and are interviewed to determine their satisfactionthe Human Resource and Compensation Committee.

Directors Continuing in Office

Executive Officers

Corporate Governance

Independence of Directors

A  substantial majority of the Board of Directors, and all members of the Audit, Human Resource and Compensation, and Corporate Governance and Nominating Committees are independent, as affirmatively determined by the Board, consistent with the criteria established by NYSE American and as required by our bylaws.

The Board has conducted an annual review of director independence for all current nominees for election as directors and all continuing directors. During this review, the Board considered transactions and relationships during the prior year between each director or any member of his or her immediate family and the Company and its subsidiaries, affiliates and principal shareholders, including those of the type described below under “Transactions with Related Persons.” The Board also examined transactions and relationships between directors or their affiliates and members of senior management or their affiliates. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

As a result of this review, the Board affirmatively determined that the nominees Dawn DePerrior, Kimberley A. Minkel, Christina P. Orsi, and Michael J. Rogers meet the Company’s standard of independence, as do the following continuing directors: Michael A. Battle, Robert A. James, Jody L. Lomeo, David R. Pfalzgraf, Jr., Nora B. Sullivan,  Thomas H. Waring, Jr., and Lee C. Wortham.  In addition, our retiring director Robert G. Miller, Jr and noncontinuing director Kevin D. Maroney meet the Company’s standard of independence. As an executive officer of the Company, David J. Nasca has been determined not to be independent.

Leadership Structure. Lee C. Wortham has served as Chairman of the Company’s Board of Directors since April 2018. In his capacity as Chairman, Mr. Wortham chairs meetings of the Board and executive sessions of the Board, coordinates the activities of the other independent directors, and performs such other duties and responsibilities as the Board of Directors may determine. These duties also include chairing meetings of the Company’s shareholders, overseeing the preparation of agendas for meetings of the Board, keeping directors informed through the timely distribution of information and reports, maintaining contact with the Company’s CEO between meetings to stay current on developments and to determine when it may be appropriate to alert the Board to significant pending developments, serving as a liaison between independent directors and the CEO with respect to sensitive issues, and other matters.

The positions of Chairman and CEO have been separated since 2001. While the separation of these positions is not required by our bylaws, we believe that it is the most appropriate leadership structure for us at this time. We believe that it is advantageous to separate the two positions in order to provide for independent director control over the Board agenda and information flow, encourage open and lively communication between the independent directors and management, and to help balance the leadership of the Board.

Director Majority Voting Policy.    The Board believes that each director of the Company should have the confidence and support of the Company’s shareholders and, to this end, in January 2023, the Board unanimously adopted a majority voting policy for the election of directors in uncontested elections. For the purposes of this policy, an “uncontested election” means an election of directors where the only nominees are those individuals recommended by the Board.  Pursuant to the policy, in an uncontested election, any incumbent director nominee who receives a greater number of votes “WITHHELD” than votes cast “FOR” their election at a shareholder meeting shall promptly tender their resignation to the Board for consideration.

The Corporate Governance and Nominating Committee (excluding any member that has submitted their resignation) will consider the resignation and recommend to the Board whether to accept the resignation or take other action, including rejecting the resignation and addressing any apparent underlying causes of the failure of the director to obtain a majority of votes “FOR” their election. When considering the resignation and making its recommendation, the committee will consider all factors deemed relevant by its members including, without limitation, any underlying reasons for “WITHHELD” votes (to the extent ascertainable), the length of service and qualifications of the director, the director’s contributions to the Company, and whether the acceptance or rejection of the resignation will have any adverse effect on the Company’s compliance with any applicable law, rule, listing requirement, regulation or governing document. The Board will act on the committee’s recommendation no later than its next regularly scheduled meeting and will publicly disclose its decision with respect to the resignation. Any director who tenders their resignation will not participate in the committee’s or full Board’s deliberations and decision regarding the resignation. However, during the review period, any such director will remain a director of the Company and shall otherwise discharge their duties and responsibilities as director or committee member.

Corporate Governance

If a majority of the members of the Corporate Governance and Nominating Committee are required to tender a resignation at the same election, then the other independent directors of the Board will appoint a special Board committee solely for the purpose of considering the resignations and making a recommendation to the full Board.

Board of Directors Stock Ownership. Upon his or her first election or appointment to the Board of Directors, a new director must hold, or must obtain within 60 calendar days after such election or appointment, not less than $10,000 aggregate market value of the Company’s common stock, based on the trailing 365-day average price. A new director has a period of 5 years from the beginning of such director’s term of office to obtain the required $50,000 aggregate market value of the Company’s common stock. The value of a new director’s qualifying shares at the beginning of his or her term in office will be determined as of the date purchased or the date on which the individual becomes a director, whichever value is greater. As of the date of this Proxy Statement, all directors are in compliance with the Board of Directors stock ownership requirements. Our Insider Trading Policy prohibits directors, officers and employees from engaging in any hedging or monetization transactions involving Evans Bancorp securities.

Oversight of Risk Management.  Our Enterprise Risk Committee (“ERC”) is responsible for overseeing and approving company-wide risk management practices. See the discussion of the ERC committee’s roles and responsibilities under the Board of Director’s Committees section.

Compensation Risk. The Human Resource and Compensation Committee, along with the ERC, considers risk and its influence on the Company’s compensation programs. This Committee reviews each compensation element individually and in the aggregate to ensure that the overall compensation program provides a balanced perspective that ultimately aligns pay with performance while also ensuring bonus / incentive programs do not motivate inappropriate risk-taking. Equity award levels and practices are set to foster shared interests between management and shareholders, but are not considered by the Committee to be at levels that would drive inappropriate behavior. In the Committee’s judgment, the compensation policies and practices of the Company do not give rise to material risks.

In addition, the Company is subject to interagency guidance issued by the FDIC, the FRB and the OCC designed to ensure that incentive compensation arrangements at banking organizations appropriately tie rewards to longer-term performance and do not undermine the safety and soundness of the organizations or create undue risks to the financial system. This guidance embodies three core principles, which are: (1) incentive compensation arrangements at a banking organization should provide employees incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risks; (2) these arrangements should be compatible with effective controls and risk management, and (3) these arrangements should be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. We believe that our incentive compensation program satisfies the principles of this guidance.

Policy for Director Attendance at Annual Meeting. It is the policy of the Company that all directors be present at the Annual Meeting, barring unforeseen or extenuating circumstances. All directors who were then serving were present at the Company’s 2023 Annual Meeting.

Shareholder Communications with the Board of Directors. Shareholders and other parties interested in communicating directly with the Company’s Board of Directors may do so by writing to the Evans Bancorp, Inc. Board of Directors, 6460 Main Street, Williamsville, NY 14221. All correspondence received under this process is compiled and summarized by the Corporate Secretary of the Company and presented to the Board of Directors, in accordance with our Policy for Communication to the Board of Directors. Concerns relating to accounting, internal controls or auditing matters are handled in accordance with procedures established by the Audit Committee, as set forth in our Employee Complaint Procedure for Accounting and Auditing Matters. Each of these policies is available in the Governance Documents section of the Company’s website (https://evansbancorp.q4ir.com), which can be found by clicking on “Governance”, then “Governance Documents”.

Code of Ethics for Chief Executive Officer and Principal Financial Officers.  The Company has a “Chief Executive Officer/Treasurer/Controller Code of Ethics,” which is applicable to the Company’s principal executive officer, principal financial officer, and principal accounting officer. The “Chief Executive Officer/Treasurer/ControllerCode of Ethics” is available in the Governance Documents section of the Company’s website (https://evansbancorp.q4ir.com), which can be found by clicking on “Governance”, then “Governance Documents”. The Company intends to post amendments to or waivers from its code of ethics at this location on its website.

Corporate Governance

Board Meetings and Attendance at Board of Director and Committee Meetings. The Company’s Board of Directors met nine times during fiscal 2023, including one strategic planning meeting. Each incumbent director attended at least 75% of the aggregate of: (1) all meetings of the Company’s Board of Directors (held during the period for which he or she served as a director) and (2) all meetings held by the committees of the Company’s Board of Directors on which he or she served (during the periods that he or she served).

Availability of Committee Charters and Other Corporate Governance Documents. Current copies of the written charters for the Audit Committee, the Human Resource and Compensation Committee, and the Corporate Governance and Nominating Committee, copies of the Company’s “Chief Executive Officer/Treasurer/Controller Code of Ethics” and the “Code of Conduct,” the “Policy for Communication to the Board of Directors,” and the “Employee Complaint Procedure for Accounting and Auditing Matters” are available in the Governance Documents section of the Company’s website (https://evansbancorp.q4ir.com), which can be found by clicking on “Governance”, then “Governance Documents”.

Board of Director Committees

The Company’s Board of Directors has four standing committees: the Audit Committee, the Corporate Governance and Nominating Committee, the Human Resource and Compensation Committee and the Enterprise Risk Committee. The members of each committee have been nominated by the Chairman of the Board of Directors and approved by the full Board. The names of the members of the Audit Committee, the Human Resource and Compensation Committee, the Corporate Governance and Nominating Committee, and the Enterprise Risk Committee together with a brief description of their functions, are set forth below.

Audit Committee:

The Audit Committee met five times during fiscal 2023. The Audit Committee is responsible for reviewing the financial information of the Company that will be provided to shareholders and others, overseeing the systems of internal controls which management and the Board of Directors have established, selecting and monitoring the performance of the Company’s independent auditors, and overseeing the Company’s audit and financial reporting processes. The Board of Directors has determined that Michael J. Rogers, Nora B. Sullivan and Lee C. Wortham each qualify as an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K. Each member of the Audit Committee is an “independent director” in accordance with applicable NYSE American listing requirements, including the heightened independence requirements applicable to Audit Committee members, and Rule 10A-3(b)(1) under the Exchange Act. The Board of Directors has adopted an Audit Committee Charter, which is available in the Governance Documents section of the Company’s website at (https://evansbancorp.q4ir.com), which can be found by clicking on “Governance”, then “Governance Documents”.

Human Resource and Compensation Committee:

The Human Resource and Compensation Committee met five times during fiscal 2023. The Human Resource and Compensation Committee is responsible for administering the Company’s 2019 Long-Term Equity Incentive Plan and awarding new grants and performance measures thereunder, for administering the Evans Excels Performance Incentive

Board of Director Committees

Plan, the Employee Stock Purchase Plan, the Executive Severance Plan, the SERP Plans (defined below), the DeferredCompensation Plan, and the Executive Incentive Retirement Plan, for making such determinations and recommendations as the Human Resource and Compensation Committee deems necessary or appropriate regarding the remuneration and benefits of employees of the Company and its subsidiaries, and, in addition, for reviewing with management the Compensation Discussion and Analysis and providing a report recommending to the Board of Directors whether the Compensation Discussion and Analysis should be included in the Proxy Statement.

The Human Resource and Compensation Committee has the authority to act on behalf of the Board of Directors in setting compensation policy, administering Board or shareholder-approved compensation plans, approving benefit programs and making decisions for the Board with respect to compensation of senior management. Except as otherwise required by the applicable rules of the SEC or the NYSE American, the Human Resource and Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Human Resource and Compensation Committee, the Board or members of management. As discussed in more detail below under “Compensation Discussion and Analysis,” the Company’s executive officers may attend Human Resource and Compensation Committee meetings to present data and analysis and to make recommendations regarding compensation, benefit plans and promotions for executive officers other than the President and CEO. The Human Resource and Compensation Committee, on an annual basis, reviews and approves corporate goals and objectives relevant to CEO and other officer compensation, evaluates the performance of the CEO and the other executive officers in light of those goals and objectives, and determines and recommends compensation levels for the CEO and the other executive officers to the full Board of Directors based on this evaluation.

The Human Resource and Compensation Committee also has the authority to review and recommend to the full Board for approval director compensation, including board fees, committee fees and additional compensation, and awards of restricted stock.

In carrying out its duties, the Human Resource and Compensation Committee has the authority to retain, at the Company’s expense, to oversee the work of, and to terminate, a compensation consultant. The Human Resource and Compensation Committee also has the authority to retain independent counsel and other advisors at the Company’s expense. During 2023, the Human Resource and Compensation Committee engaged McLagan of Aon Plc (“McLagan”), an independent firm, for one engagement to analyze the Company’s salary, short-term and long-term incentive spend against peer bank information.  The details of this engagement are discussed within the Executive Compensation section of this document and include material elements of the instructions given to the compensation consultant, and its recommendations. 

The Human Resource and Compensation Committee reviews and re-approves, on an annual basis, its committee charter and the Company’s executive compensation philosophy, which is described in greater detail below. The Human Resource and Compensation Committee also conducts an annual self-assessment to confirm the Human Resource and Compensation Committee’s satisfactory completion of its responsibilities under its committee charter.

The Board of Directors has determined that each of the members of the Human Resource and Compensation Committee is an “independent director,” in accordance with applicable NYSE American listing requirements, including the heightened independence requirements applicable to compensation committee members. The Board of Directors has adopted a Human Resource and Compensation Committee Charter, which is available on the Company’s website at (https://evansbancorp.q4ir.com), by clicking on “Governance”, then “Governance Documents”.

Board of Director Committees

Corporate Governance and Nominating Committee:

The Corporate Governance and Nominating Committee met six times during fiscal 2023. Its purpose is to assist the Board in developing and implementing corporate governance guidelines for the Company, and to provide oversight of the corporate governance affairs of the Company, including strategic planning. It is also charged with the responsibility of identifying and recommending to the Board candidates for director nominees to be presented to the shareholders for their consideration at the Annual Meetings of Shareholders, and to fill vacancies on the Board of Directors. The Board of Directors has determined that each of the members of the Corporate Governance and Nominating Committee is an “independent director,” in accordance with applicable NYSE American listing requirements. The Board of Directors has adopted a Corporate Governance and Nominating Committee Charter, which is available in the Governance Documents section of the Company’s website at (https://evansbancorp.q4ir.com), which can be found by clicking on “Governance”, then “Governance Documents”.

The Company’s bylaws set out the procedure to be followed by shareholders desiring to nominate directors for consideration at an annual meeting of shareholders. Under the Company’s bylaws, shareholder director nominations must be submitted to the Secretary of the Company in writing not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders of the Corporation; provided, however, that if the date of the annual meeting is advanced or delayed more than 30 days from the anniversary date of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not later than the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made.  Such notification shall contain the following information: (a) name and address of each proposed nominee; (b) the principal occupation of each proposed nominee;  (c) the name and residence address of the notifying shareholder; (d) the number of shares of capital stock of the Corporation beneficially owned by the notifying shareholder and each nominee; and (e) any other information relating to each such nominee or the proposal that is required to be disclosed in solicitations of proxies pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, information required to be disclosed by Items 4, 5, 6 and 7 of Schedule 14A to be filed with the Securities and Exchange Commission (or any successors of such items or schedule). Nominations or other business not made in accordance herewith may, in his or her discretion, be disregarded by the presiding officer of the meeting, and upon his or her instruction, the vote tellers may disregard all votes cast for each such nominee.  In the event the same person is nominated by more than one shareholder, the nomination shall be honored, and all shares of capital stock of the Corporation shall be counted if at least one nomination for that person complies herewith. Candidates for nomination to the Board of Directors shall meet such criteria as may be established from time to time by the Board of Directors or a duly authorized committee thereof.    

The process whereby the Corporate Governance and Nominating Committee identifies director candidates may include identification of individuals well-known in the community in which the Company operates and individuals recommended to the Corporate Governance and Nominating Committee by current directors or officers who know those individuals through business or other professional relationships, as well as recommendations of individuals to the Corporate Governance and Nominating Committee by shareholders and customers. The Company has not historically received director candidate recommendations from its shareholders. However, the Corporate Governance and Nominating Committee will consider qualified nominees recommended by shareholders, and there is no difference in the manner in which the Corporate Governance and Nominating Committee will evaluate director candidates recommended by shareholders, as opposed to director candidates presented for consideration to the Corporate Governance and Nominating Committee by directors, officers or otherwise. The Corporate Governance and Nominating Committee, in conjunction with the CEO, maintains a list of potential director candidates based upon community reputation and contacts, record of accomplishments, and skill