UNION BANKSHARES INC

DEF 14A 1 proxy2023.htm PROXY

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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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-12

Union Bankshares, Inc.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(set forth the amount on which the filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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4. Date Filed:

20 Lower Main Street

PO Box 667

Morrisville, VT 05661

(802) 888-6600

April 2, 2024

Dear Shareholder,

The 132nd annual meeting of Union Bankshares, Inc. (the “Company”, "we", or "our") will be held in person on Wednesday, May 15th at 3:00 p.m local time at the Stearns Center Performance Space, Vermont State University - Johnson Campus, 337 College Hill Road, Johnson, Vermont. You are cordially invited to attend. Enclosed are a notice of annual meeting, a proxy statement and a proxy card for voting your shares.

As part of our overall commitment to environmental responsibility, we have again elected to provide proxy materials to our shareholders primarily through the internet this year. We continue to seek opportunities to reduce waste and our impact on the environment whenever possible. The electronic delivery of our proxy materials provides a more efficient, cost effective, and environmentally friendly way of delivering materials to our shareholders.

This year, in addition to voting on the election of directors and ratification of the selection of our external auditors, shareholders will be asked to vote on the Company's 2024 Equity Incentive Plan, to replace our 2014 Equity Incentive Plan, which expires in May.

Our proxy materials and Annual Report on Form 10-K are posted onwww.ublocal.com and on a special internet website, as indicated in the Important Notice of Internet Availability section of the attached Notice of Annual Meeting.

If your shares are held through a broker, please note that your broker will not have the authority to vote your shares on the election of directors or on the proposal to approve the Company's 2024 Equity Incentive Plan without your specific instructions. Therefore, it is especially important that you submit your voting instructions to your broker promptly so your vote can be counted.

You may vote by phone or via the internet. Alternatively, you may request to receive a paper copy of the proxy materials and return the proxy card by mail. For further details, refer to the proxy card or the Information About the Meeting section of the Proxy Statement.

We hope you will join us immediately following the meeting for an informal gathering of shareholders, directors, and bank officers at the Stearns Center Performance Space, Vermont State University - Johnson Campus, 337 College Hill Road, Johnson, Vermont.

Sincerely,

NOTICE OF

2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON WEDNESDAY, MAY 15, 2024

To the Shareholders of Union Bankshares, Inc.:

The Annual Meeting of Shareholders of Union Bankshares, Inc. will be held in person at 3:00 p.m., local time,, on Wednesday, May 15, 2024, at the Stearns Center Performance Space, Vermont State University - Johnson Campus, 337 College Hill Road, Johnson, Vermont for the following purposes:

1. To fix the number of directors at nine for the ensuing year and to elect nine directors (or such lesser number as circumstances may warrant), to serve a one year term or until their successors are elected and qualified;

2. Approve the Union Bankshares, Inc. 2024 Equity Incentive Plan;

3. To ratify the appointment of the independent registered public accounting firm of Berry Dunn McNeil & Parker, LLC as the Company's external auditors for 2024; and

4. To consider and act upon any other business that may properly come before the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on March 22, 2024 as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting or any adjournment of the meeting.

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS FOR 2024 ANNUAL MEETING OF SHAREHOLDERS

This notice of meeting and proxy statement, the accompanying proxy card and our Annual Report on Form 10-K for the year ended December 31, 2023 are available on the internet in a downloadable, printable and searchable format and may be accessed athttp://www.materials.proxyvote.com/905400.

By Order of the Board of Directors,

Timothy W. Sargent

Secretary

Morrisville, Vermont

April 2, 2024

YOUR VOTE IS IMPORTANT

PLEASE VOTE YOUR SHARES PROMPTLY FOLLOWING THE INSTRUCTIONS ON THE PROXY TO VOTE BY TELEPHONE (TOLL FREE IN THE U.S.) OR THE INTERNET, OR BY MAIL, WHETHER OR NOT YOU INTEND TO ATTEND THE ANNUAL MEETING. SHOULD YOU ATTEND THE ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON BY BALLOT DURING THE MEETING IF YOU SO DESIRE.

PROXY STATEMENT - TABLE OF CONTENTS