UNION BANKSHARES INC
For the period ended Apr 10, 2025. Filed Apr 10, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 10, 2025 · Filed Apr 10, 2025
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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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[ ] 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)
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20 Lower Main Street
PO Box 667
Morrisville, VT 05661
(802) 888-6600
April 10, 2025
Dear Shareholder,
The 133rd annual meeting of Union Bankshares, Inc. (the “Company”, "we", or "our") will be held in person on Wednesday, May 21st 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 nonbinding resolutions to approve our executive compensation program and to determine the frequency of future advisory votes on executive compensation.
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 two nonbinding resolutions 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,
| Neil J. Van Dyke | David S. Silverman |
|---|---|
| Chairman | President & Chief Executive Officer |
NOTICE OF
2025 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MAY 21, 2025
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 21, 2025, at the Stearns Center Performance Space, Vermont State University - Johnson Campus, 337 College Hill Road, Johnson, Vermont for the following purposes:
To fix the number of directors at nine and to elect nine directors (or such lesser number as circumstances may warrant), to serve until the next annual meeting or until their successors are elected and qualified;
To consider a nonbinding resolution to approve the compensation of the Company's Named Executive Officers;
To approve a nonbinding resolution to determine a frequency of one, two or three years for future advisory votes on the compensation of the Company's Named Executive Officers;
To ratify the appointment of the independent registered public accounting firm of Berry Dunn McNeil & Parker, LLC as the Company's external auditors for 2025; and
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 21, 2025 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 2025 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, 2024 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 10, 2025
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR SHARES PROMPTLY BY 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
| INFORMATION ABOUT THE MEETING | 1 |
|---|---|
| SHARE OWNERSHIP INFORMATION | 4 |
| PROPOSAL 1: TO ELECT DIRECTORS | 6 |
| AUDIT COMMITTEE REPORT | 17 |
| EXECUTIVE OFFICERS | 18 |
| COMPENSATION COMMITTEE REPORT | 19 |
| EXECUTIVE COMPENSATION | 22 |
| PAY VERSUS PERFORMANCE DISCLOSURE | 31 |
| PROPOSAL 2: NONBINDING VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 33 |
| PROPOSAL 3: NONBINDING VOTE ON THE FREQUENCY OF FUTURE ADVISORY “SAY-ON-PAY” VOTES | 34 |
| PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | 34 |
| SHAREHOLDER NOMINATIONS AND OTHER PROPOSALS | 35 |
| OTHER MATTERS | 36 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.