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BAR HARBOR BANKSHARES

For the period ended May 7, 2026. Filed Mar 19, 2026.

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 7, 2026 · Filed Mar 19, 2026

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

This proxy statement voting roadmap highlights certain information contained elsewhere in this proxy statement for the 2026 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.

PROPOSAL1PAGE 10OUR BOARD RECOMMENDS A VOTEFOR EACH
ELECTION OF DIRECTORS
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To elect 10 persons to serve as directors for a term of one year
NAME​​PRINCIPALOCCUPATION​​AGE​​DIRECTORSINCE​​INDEPENDENT​​COMMITTEEMEMBERSHIP
Daina H. Belair​​Retired Attorney​70​2015​​(Chair) Governance Audit • Executive • Bar Harbor Wealth Management
Matthew L.Caras​​Attorney​69​2014​​(Chair) Board of Directors • Executive • Governance • Bar Harbor Wealth Management
David M. Colter​​President & CEO GAC Chemical Corporation​58​2016​​(Chair) Audit • Executive • Board Risk
Lauri E.Fernald​​Certified Funeral Service Practitioner​63​2005​​(Chair) Compensation and Human Resources • Governance • Executive
James E.Graham​​Former President & CEO Woodsville Guaranty Savings Bank​​66​​2025​​Former President & CEO of WGSB​​Board Risk • Bar Harbor Wealth Management
Heather D.Jones​​Accounting and Organizational Support​​55​​2024​​​​Audit • Board Risk • Compensation and Human Resources
Debra B.Miller​​Retired External Relations​​68​​2022​​​​Board Risk • Governance
Brian D.Shaw​​Real Estate Contracting​57​2023​​Audit • Compensation and Human Resources
Curtis C.Simard​​President & CEO Bar Harbor Bank & Trust Bar Harbor Bankshares​55​2013​President & CEO​Executive • Board Risk • Bar Harbor Wealth Management
Scott G.Toothaker​​Practicing CPA​63​2003​​(Chair) Bar Harbor Wealth Management • Executive • Compensation and Human Resources
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​2026 PROXY STATEMENTPage 1
PROPOSAL2PAGE 33OUR BOARD RECOMMENDS A VOTEFOR
APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
To approve, on a non-binding advisory basis, of the compensation of our named executive officers.
PROPOSAL3PAGE 56OUR BOARD RECOMMENDS A VOTEFOR
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To ratify the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
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Page 22026 PROXY STATEMENT​

VOTING PROCEDURES AND METHOD OF COUNTING VOTES

RECORD DATE​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
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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 director nominees named in this proxy statement (the “Director Nominees”), II.“For” approval, on a non-binding advisory basis, of 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, 2026,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 each 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.​The Bar Harbor Club, 111 West Street, Bar Harbor, ME 04609
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 2, 2026. On that date,16,742,104 shares of common stock were issued and outstanding for purposes of the Annual Meeting.
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VOTING METHODS
Over the Internet atwww.proxyvote.com
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By telephone at1-800-690-6903
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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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​2026 PROXY STATEMENTPage 3

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 Requiredfor Approval​ ​Impact ofWithhold orAbstentions(as applicable)​ ​BrokerDiscretionaryVotingAllowed?​ ​Effect ofBroker Non-Votes
Election of Director Nominees​FORWITHHOLD​Director Nominees receiving the highest number of FOR votes are elected. If Director Nominees are unopposed, election requires only a single vote FOR.​Withheld votes have no effect; not treated as a vote cast, except for quorum purposes​No​No effect
Say-on-Pay​FORAGAINSTABSTAIN​More FOR votes than AGAINST votes​Abstentions have no effect; not treated as a vote cast, except for quorum purposes​No​No effect
Ratification of Independent Registered Public Accounting Firm​FORAGAINSTABSTAIN​More FOR votes than AGAINST votes​Abstentions 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

Proxy REvocation

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.

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Page 42026 PROXY STATEMENT​
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