CAPITAL CITY BANK GROUP INC
For the period ended Apr 21, 2026. Filed Mar 10, 2026.
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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 21, 2026 · Filed Mar 10, 2026
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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. )
| ☒ | Filed by the Registrant | ☐ | 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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
Capital City Bank Group, 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): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of
2026 Annual Meeting of Shareowners
and
Proxy Statement
LETTER TO SHAREOWNERS
March 10, 2026
Dear Fellow Shareowners:
Please join us for our 2026 Annual Shareowners Meeting at 10:00 a.m., Eastern Time, on Tuesday, April 21, 2026, at the Florida State Conference Center, 555 West Pensacola Street, Tallahassee, Florida 32306. I look forward to this opportunity to share highlights from 2025 and discuss near- and longer-term plans for Capital City Bank Group. I will also be calling for a vote on important matters.
As a valued Capital City Bank Group supporter, your vote is important and your Board of Directors encourages you to let your voice be heard. Proxy Materials are attached for your convenience and are accessible atwww.proxyvote.comalong with the 2025 Annual Report. We are distributing Proxy Materials online rather than mailing printed copies as it allows us to expedite delivery to our shareowners through a lower-cost, more environmentally responsible option. You will not receive printed copies unless you request them by following the instructions contained in the Notice of Internet Availability of Proxy Materials.
Whether or not you attend the meeting in person, I encourage you to vote as soon as possible. Voting your proxy ensures your representation at the meeting. We offer several methods of voting for your convenience: by telephone, online atwww.proxyvote.com, or by mailed proxy card if you received paper copies of your materials.
Thank you for your vote and for your continued support. I look forward to your joining us in April.
Your banker,
William G. Smith, Jr.
Chairman and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
BUSINESS
| (1) | Vote on 12 nominees for election to the Board of Directors; |
| (2) | Consider and approve, on a non-binding advisory basis, the compensation of Capital City’s named executive officers; |
| (3) | Consider and approve, on a nonbinding basis, the frequency of the advisory vote on the compensation of Capital City’s named executive officers; |
| (4) | Vote on ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the current fiscal year; |
| (5) | Transact other business properly coming before the meeting or any postponement or adjournment of the meeting. |
RECORD DATE
Shareowners owning Capital City Bank Group shares at the close of business on February 20, 2026, are entitled to notice of, attend, and vote at the meeting. A list of these shareowners will be available for 10 days before the Annual Meeting between the hours of 9 a.m. and 5 p.m., Eastern Time, at our principal executive offices at 217 North Monroe Street, Tallahassee, Florida 32301.
TIME
10:00 a.m., Eastern Time, April 21, 2026
WHERE
Florida State Conference Center
555 West Pensacola Street
Tallahassee, Florida 32306
VOTING
Even if you plan to attend the meeting in Tallahassee, Florida, please provide us your voting instructions in one of the following ways as soon as possible:
Use the internet address on the Notice of Internet Availability of Proxy Materials or the proxy card;
Use the toll-free number on the proxy card, if you received one. You can also find the toll-free number to vote your shares when you access the internet address on the Notice of Internet Availability of Proxy Materials; or
Mark, sign, and date the proxy card and return in the enclosed postage-paid envelope. This option is available only to those shareowners who have received a paper copy of a proxy card by mail.
The Board of Directors of the Company unanimously recommends that shareowners vote “FOR” each of the 12 director nominees for election as a director,“FOR” the approval of the compensation of our named executive officers,“FOR 1 YEAR” with respect to the frequency with which the shareowners will vote on the compensation paid to our named executive officers, and“FOR” the ratification of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026.
By Order of the Board of Directors
Jeptha E. Larkin
Executive Vice President, Chief Financial Officer, and Corporate Secretary
Tallahassee, Florida
March 10, 2026
Important Notice Regarding the Availability of Proxy Materials for the Shareowners’ Meeting to be Held on April 21, 2026. The Proxy Statement and the Annual Report are available at: www.proxyvote.com.
CONTENTS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.