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BAR HARBOR BANKSHARES

For the period ended May 15, 2025. Filed Mar 31, 2025.

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 15, 2025 · Filed Mar 31, 2025

Use the contents to explore the available documents and sections.

BHB$41.01-0.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

PROXY Statement Voting 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 2025 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 18​​OUR BOARD RECOMMENDS A VOTE​​FOR EACH​​​
​ELECTION OF DIRECTORS​

Election of Directors

​NAME​​​PRINCIPAL OCCUPATION​​​AGE​​​DIRECTOR SINCE​​​INDEPENDENT​​​COMMITTEE MEMBERSHIP​
​Daina H. Belair​​​Retired Attorney​​​69​​​2015​​​​​​(Chair) Governance Audit • Executive • Bar Harbor Wealth Management​
​Matthew L. Caras​​​Attorney​​​68​​​2014​​​​​​(Chair) Board of Directors • Executive • Compensation and Human Resources • Board Risk • Governance​
​David M. Colter​​​President & CEO GAC Chemical Corporation​​​57​​​2016​​​​​​(Chair) Audit • Executive • Compensation and Human Resources • Board Risk​
​Lauri E. Fernald​​​Certified Funeral Service Practitioner​​​63​​​2005​​​​​​(Chair) Compensation and Human Resources • Board Risk • Governance • Executive​
​Heather D. Jones​​​Accounting and Organizational Support​​​54​​​2024​​​​​​Audit • Board Risk • Bar Harbor Wealth Management​
​Debra B. Miller​​​Retired External Relations​​​67​​​2022​​​​​​Audit • Board Risk • Compensation and Human Resources​
​Brian D. Shaw​​​Real Estate Contracting​​​56​​​2023​​​​​​Board Risk • Bar Harbor Wealth Management • Governance​
​Curtis C. Simard​​​President & CEO Bar Harbor Bank & Trust Bar Harbor Bankshares​​​54​​​2013​​​President & CEO​​​Executive • Board Risk • Bar Harbor Wealth Management​
​Kenneth E. Smith​​​Retired Hospitality​​​71​​​2004​​​​​​(Chair) Board Risk • Executive • Compensation and Human Resources • Governance​
​Scott G. Toothaker​​​Practicing CPA​​​62​​​2003​​​​​​(Chair) Bar Harbor Wealth Management • Executive • Audit • Board Risk​
​PROPOSAL​​2​​PAGE 55​​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 56​​Our Board Recommends a Vote​​For​​​
​RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM​

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To ratify the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

​PROPOSAL​​4​​PAGE 57​​Our Board Recommends a Vote​​For​​​
​AMENDMENT OF THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 20,000,000 TO 30,000,000​

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 10, 2025. On that date, 15,317,222 shares of common stock were issued and outstanding for purposes of the Annual Meeting.​​
​VOTING METHODS​
​​Over the Internet at www.proxyvote.com​​
​​By telephone at 1-800-690-6903​​
​​By email to bhb@allianceadvisors.com with your full name and shares owned (for non-institutional investors only)​​
​​At the Annual Meeting, in person​​
​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 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”);

III. “For” the ratification of Crowe LLP (“Crowe”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

IV. “For” the amendment of the Company’s Articles of Incorporation to increase the total number of authorized shares of Common Stock from 20,000,000 to 30,000,000.

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 Proposals 3 and 4 are considered a routine matter. Therefore, your broker only has discretionary authority to vote your shares with respect to Proposals 3 and 4. 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.

The Bar Harbor Club, 111 West Street, Bar Harbor, ME 04609

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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 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​
​Amendment of the Company’s Articles of Incorporation to Increase the Total Number of Authorized Shares of Common Stock from 20,000,000 to 30,000,000​​FOR AGAINST ABSTAIN​​A majority of all of the votes entitled to be cast at the Annual Meeting must be cast FOR the proposal​​Abstentions have the same effect as a vote AGAINST the proposal​​Yes​​As this proposal is considered routine under the NYSE American rules, there will be no broker non-votes on this proposal​

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