CAPITAL CITY BANK GROUP INC
For the period ended Apr 21, 2026. Filed Mar 10, 2026.
View on SEC.govAbout 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.
Apr 21, 2026 · Filed Mar 10, 2026
Contents
Proxy Statement – General Information
Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a paper copy of the Proxy Materials?
This year, we are again pleased to be using the SEC rule that allows companies to furnish their Proxy Materials over the internet. As a result, we are mailing to our shareowners a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Proxy Materials. No shareowner will receive a paper copy of the Proxy Materials by mail unless requested. All shareowners will have the ability to access the Proxy Materials over the internet.
Why didn’t I receive a Notice of Internet Availability of Proxy Materials in the mail?
We are providing a Notice of Internet Availability of Proxy Materials by e-mail to those shareowners who have previously elected delivery of the Proxy Materials electronically. Those shareowners should have received an e-mail containing a link to the website where those materials are available and a link to the proxy voting website.
How can I access the Proxy Materials over the Internet?
Your Notice of Internet Availability of Proxy Materials or proxy card will contain instructions on how to:
| ■ | View our Proxy Materials for the 2026 Annual Meeting on the internet at www.proxyvote.com; and |
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| ■ | Instruct us to send our future Proxy Materials to you by e-mail. |
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Choosing to access your future Proxy Materials electronically will help us conserve natural resources and reduce the costs of printing and distributing our Proxy Materials. If you choose to access future Proxy Materials electronically, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to receive a Notice of Internet Availability of Proxy Materials by e-mail will remain in effect until you terminate it.
How may I obtain a paper copy of the Proxy Materials?
To obtain a paper copy of the Proxy Materials, please follow the instructions contained on your Notice of Internet Availability of Proxy Materials.
What is being voted upon?
You are being asked to vote on:
| ■ | Proposal No. 1 (Election): To elect 12 nominees to the Board of Directors. |
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| ■ | Proposal No. 2 (Say on Pay): To consider and approve, on a non-binding advisory basis, the compensation of our named executive officers. |
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| ■ | Proposal No. 3 (Say on Frequency): To consider and approve, on a nonbinding basis, whether the frequency of the advisory vote on the compensation of our named executive officers shall occur every one, two or three years. |
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| ■ | Proposal No. 4 (Ratification): To ratify our appointment of Forvis Mazars, LLP as our independent registered certified public accounting firm for the year ending December 31, 2026. |
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| ■ | Other Business: To transact other business properly coming before the Annual Meeting or any postponement or adjournment of the Annual Meeting. As of the date of this Proxy Statement, the Board of Directors is not aware of any other such business. |
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None of the proposals will create appraisal or dissenters’ rights.
Capital City Bank Group, Inc. | Notice of Annual Meeting and Proxy Statement 57
How does the Board recommend that I vote?
Our Board recommends that you vote your shares as follows:
| ■ | FOR each of the nominees for election to the Board. |
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| ■ | FOR the compensation of our named executive officers. |
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| ■ | FOR 1 YEAR for the frequency of the approval of the compensation of our named executive officers. |
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| ■ | FOR the ratification of the appointment of our independent registered public accounting firm. |
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Could other matters be decided at the 2026 Annual Meeting?
We are not aware of any matters to be presented at the 2026 Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the 2026 Annual Meeting, the holders of the proxies (those persons named on your proxy card) will have the discretion to vote on those matters for you.
How many votes does each share have?
Each outstanding share is entitled to one vote on each matter submitted to a vote at a meeting of shareowners. For the proposals scheduled to be voted upon at the 2026 Annual Meeting, abstentions and shares held by a broker that the broker fails to vote are counted to determine a quorum, but are not counted for or against the matters being considered. There is no cumulative voting.
How many votes are required to have a quorum?
In order for us to conduct the 2026 Annual Meeting, a majority of the shares entitled to vote must be present in person or by proxy.
How many votes are required to elect directors to the Board of Directors, to approve executive compensation, to determine the frequency of shareowner vote on executive compensation, and to ratify Forvis Mazars’s appointment?
Each nominee for election as a director will be elected (Proposal No. 1) if the votes cast in favor of the nominee’s election constitute a majority of the votes cast. Votes cast include votes against in each case, but exclude broker non-votes and abstentions with respect to a nominee’s election. However, if the Corporate Secretary determines that the number of nominees exceeds the number of directors to be elected as of the record date, directors will instead be elected by a plurality of the votes cast, and shareowners will not be permitted to vote against a nominee. Votes against are counted as votes against the election of a nominee. At our 2026 Annual Meeting, the maximum number of directors to be elected is 12.
The vote on the approval of executive compensation (Proposal No. 2) will be approved if the affirmative votes cast by shareowners present, or represented, at the 2026 Annual Meeting and entitled to vote on the matter exceed the votes cast in opposition. Abstentions and broker non-votes count toward the quorum but are not counted as votes for or against the proposal, so they do not affect whether the proposal is approved. This vote is not binding but will be taken into consideration by the Board of Directors in determining the executive compensation of our named executive officers.
The frequency of the shareowner vote on executive compensation (Proposal No. 3) shall be determined by a plurality of the votes cast (that is, the option of one year, two years or three years that receives the highest number of votes cast by shareowners will be the frequency for the advisory vote on executive compensation that has been selected by shareowners). Abstentions and broker non-votes count toward the quorum but are not counted as votes for or against the proposal, so they do not affect whether the proposal is approved. This vote is not binding but will be taken into consideration by the Board of Directors in determining the frequency of the shareowner vote on executive compensation.
58 Capital City Bank Group, Inc. | Notice of Annual Meeting and Proxy Statement
Forvis Mazars’s appointment (Proposal No. 4) will be ratified if the affirmative votes cast by the shareowners present or represented at the 2026 Annual Meeting and entitled to vote on the matter exceed the votes cast in opposition. Abstentions and broker non-votes count toward the quorum but are not counted as votes for or against the proposal, so they do not affect whether the proposal is approved.
What is the difference between holding shares as a shareowner of record and as a beneficial owner?
Many of our shareowners hold their shares through a broker, trustee or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those shares owned beneficially.
| ■ | Shareowner of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company), you are considered, with respect to those shares, the “shareowner of record.” As the shareowner of record, you have the right to grant your voting proxy directly to us or to a third party, or to vote in person at the 2026 Annual Meeting. |
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| ■ | Beneficial Owner. If your shares are held in a brokerage account, by a trustee, or by another nominee, you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee, or nominee how to vote, and you are invited to attend the 2026 Annual Meeting. However, because a beneficial owner is not the shareowner of record, you may not vote these shares in person at the 2026 Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the 2026 Annual Meeting. |
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How will my voting instructions be treated?
If you provide specific voting instructions, your shares will be voted as instructed.
If you hold shares as the shareowner of record and sign and return a proxy card or vote by telephone or internet without giving specific voting instructions, then your shares will be voted as recommended by our Board of Directors.
If you are the beneficial owner of shares held through a broker, trustee, or other nominee, and that nominee has discretion to vote your shares on a particular proposal and you do not give instructions to that nominee on how you want your shares voted, then generally your nominee can vote your shares on certain “routine” matters. At our 2026 Annual Meeting, only Proposal No. 4 to ratify the Company’s auditors is considered routine, which means that your broker, trustee, or other nominee can vote your shares on Proposal No. 4 if you do not timely provide instructions to vote your shares.
If you are the beneficial owner of shares held through a broker, trustee, or other nominee, and that nominee does not have discretion to vote your shares on a particular proposal and you do not give your broker instructions on how to vote your shares, then the votes will be considered broker nonvotes. A “broker nonvote” will be treated as unvoted for purposes of determining approval for the proposal and will have the effect of neither a vote for nor a vote against the proposal. Proposal No. 1 (election), Proposal No. 2 (say on pay) and Proposal No. 3 (say on frequency) are considered non-routine matter, so your broker may not vote on these matters in its discretion.
Can I change my vote?
If you are a shareowner of record, you may revoke your proxy by submitting a later proxy or by written request received by our Corporate Secretary before the 2026 Annual Meeting. You may also revoke your proxy at the 2026 Annual Meeting and vote in person. If you are the beneficial owner of shares held through a broker, trustee, or other nominee, you should review the information provided to you by the holder of record that explains how to revoke previously given instructions.
Who pays for soliciting proxies?
Proxies will be solicited from our shareowners by mail or e-mail. We will pay all expenses in connection with the solicitation, including postage, printing and handling, and the expenses incurred by brokers, custodians, nominees and fiduciaries in forwarding proxy material to beneficial owners. It is possible that our directors and officers and other associates may make further solicitations personally or by telephone, mail, or e-mail. Our directors and officers and other associates will receive no additional compensation for any such further solicitations.
Capital City Bank Group, Inc. | Notice of Annual Meeting and Proxy Statement 59
What does it mean if I get more than one Notice of Internet Availability of Proxy Materials or more than one paper copy of the Proxy Materials?
You will receive a Notice of Internet Availability of Proxy Materials or proxy card for each account you have. Please vote proxies for all accounts to ensure that all your shares are voted.
Where can I find voting results of the 2026 Annual Meeting?
We will announce preliminary voting results at the 2026 Annual Meeting and publish preliminary, and if available, final voting results in a current report on Form 8-K filed within four business days after our 2026 Annual Meeting.
60 Capital City Bank Group, Inc. | Notice of Annual Meeting and Proxy Statement
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