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BAR HARBOR BANKSHARES

For the period ended May 16, 2024. Filed Apr 1, 2024.

View on SEC.gov

About this filing

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.

May 16, 2024 · Filed Apr 1, 2024

Use the contents to explore the available documents and sections.

BHB$41.01-0.6%Stored close · as of Nov 6, 2026
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PROXY ROADMAP

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​PROXY STATEMENT VOTING ROADMAP​

This proxy statement voting roadmap highlights certain information contained elsewhere in this proxy statement for the 2024 annual meeting of shareholders or any adjournments or postponements thereof (the “Annual Meeting”) of Bar Harbor Bankshares (“BHB,” the “Company,” “we,” “our” or similar terms). This voting roadmap does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting.

​PROPOSAL 1​​PAGE 17​​Our Board of Directors (the “Board” or the “Board of Directors”) Recommends a Vote FOR EACH of the following Director Nominees.​
​ELECTION OF DIRECTORS​​​
​​​DAINA H. BELAIR​​​​MATTHEW L. CARAS, JD​​​​DAVID M. COLTER​​​​LAURI E. FERNALD​
​​​HEATHER D. JONES​​​​DEBRA B. MILLER​​​​BRIAN D. SHAW​​​​CURTIS C. SIMARD​
​​​KENNETH E. SMITH​​​​SCOTT G. TOOTHAKER​​​​​​​​​​​​​

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​PROPOSAL 2​​PAGE 54​​Our Board Recommends a VOTE FOR​
​NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS​​​

To hold a non-binding advisory vote approving the compensation of our named executive officers.

​PROPOSAL 3​​PAGE 55​​Our Board Recommends a VOTE FOR​
​RATIFICATION OF THE 2024 INDEPENDENT AUDITOR​​​

To ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

VOTING PROCEDURES AND METHOD OF COUNTING VOTES

Record Date. You are entitled to notice of and to vote at the Annual Meeting if you held of record shares of our common stock at the close of business on March 8, 2024. On that date, 15,185,021 shares of common stock were issued and outstanding for purposes of the Annual Meeting.

Voting Rights. Each share of common stock is entitled to cast one vote for each matter to be voted on at the Annual Meeting. Cumulative voting is not permitted.

Voting Methods:

Over the Internet at www.proxyvote.com

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By telephone at 1-800-690-6903

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By email to bhb@allianceadvisors.com with your full name and shares owned (for non-institutional investors only)

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At the Annual Meeting, in person

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By mailing your completed proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717

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Voting by Proxy. If a proxy card is properly executed, returned to BHB and not revoked, the shares represented by the proxy card will be voted in accordance with the instructions set forth on the proxy card. If you are a shareholder of record and you return a signed and dated proxy card without marking any voting selections, the shares represented will be voted (i) “For” each of the Board nominees named in this proxy statement (the “Director Nominees”), (ii) “For” the non-binding advisory vote approving the compensation of our named executive officers (the “NEOs” or the “Named Executive Officers”) and (iii) “For” the ratification of RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. For participants in Bar Harbor Bankshares’s 401(k) Plan (the “Plan”), the Plan trustee shall vote the shares for which it has not received voting direction from the Plan participants utilizing the same voting percentages derived from the Plan participants who did direct how their shares are to be voted.

If your shares are held by your broker, bank, or other agent as your nominee, you will need to obtain a proxy card from the

organization that holds your shares and follow the instructions on that form regarding how to instruct your broker, bank, or other agent to vote your shares. Brokers, banks, or other agents that have not received voting instructions from their clients cannot vote on their clients’ behalf with respect to proposals that are not “routine” but may vote their clients’ shares on “routine” proposals. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner (“broker non-vote”). Proposals 1 and 2 are considered a non-routine matter, and Proposal 3 is considered a routine matter. Therefore, your broker only has discretionary authority to vote your shares with respect to Proposal 3. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposals 1 and 2. Although broker non-votes are counted as shares that are present at the Annual Meeting and entitled to be cast for purposes of determining the presence of a quorum, they will not be counted as votes cast and will not have any effect on voting for a non-routine proposal presented at the Annual Meeting.

The Board at present knows of no other business to be brought before the Annual Meeting. However, persons named in the proxy, or their substitutes, will have discretionary authority to vote on any other business which may properly come before the Annual Meeting and will vote the proxies in accordance with the recommendations of the Board.

You may attend the Annual Meeting even though you have executed a proxy. You may revoke your proxy at any time before it is voted at the Annual Meeting by delivering written notice of revocation to the Secretary of BHB, by delivering a subsequent dated proxy, by voting by telephone or online through the Internet on a later date, or by attending the Annual Meeting and voting in person.

Quorum and Voting Requirements and Counting Votes. The presence at the Annual Meeting, either in person or by proxy, of the holders of not less than a majority of the shares of common stock entitled to be cast on such matter will constitute a quorum. Shareholders who attend the Annual Meeting may revoke their

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​​ proxy and vote at the Annual Meeting if they choose to do so. There were 15,185,021 shares of common stock outstanding and entitled to vote at the Annual Meeting on the record date. Therefore, a quorum will be present if 7,592,511 shares are present in person or represented by executed proxies timely and properly received by us at the Annual Meeting. Withheld, abstentions, and broker non-votes will be counted as being present or represented at the Annual Meeting for the purpose of establishing a quorum. If there is no quorum, the holders of a majority of shares of common stock present at the Annual Meeting

in person or represented by proxy may adjourn the Annual Meeting to another date.

The affirmative vote of a plurality of the votes duly cast is required for the election of each director in Proposal 1. Proposals 2 and 3 will be approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal. Abstentions and broker non-votes, if applicable, are not counted as votes cast on any matter to which they relate and will have no impact on the outcome of any matter except for quorum purposes.

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Voting Requirements Summary Table

The following table sets forth, among other things, the vote required for approval of each of the proposals to be presented at the Annual Meeting:

Proposal​​Voting Options​​Vote Required for Approval​​Impact of Withhold or Abstentions (as applicable)​​Broker Discretionary Voting Allowed?​​Effect of Broker Non-Votes​
Election of Director Nominees​​FOR WITHHOLD​​Director Nominees receiving the highest number of FOR votes are elected. If Director Nominees are unopposed, election requires only a single vote FOR or more.​​Withheld votes have no effect; not treated as a vote cast, except for quorum purposes​​No​​No effect​
Say-on-Pay​​FOR AGAINST ABSTAIN​​More FOR votes than AGAINST votes​​Abstention votes have no effect; not treated as a vote cast, except for quorum purposes​​No​​No effect​
Ratification of Independent Registered Public Accounting Firm​​FOR AGAINST ABSTAIN​​More FOR votes than AGAINST votes​​Abstention votes have no effect; not treated as a vote cast, except for quorum purposes​​Yes​​As this proposal is considered routine under the NYSE American LLC (“NYSE American”) rules, there will be no broker non-votes on this proposal​

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