Western New England Bancorp Inc

DEF 14A 1 wneb-def14a_050924.htm DEFINITIVE PROXY STATEMENT

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

**Washington, D.C. 20549

SCHEDULE 14A

**(RULE 14****A-****101)

SCHEDULE 14a INFORMATION

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

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanthe Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒Nofee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Dear Fellow Shareholder:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Western New England Bancorp, Inc. (the “Company” or “WNEB”), the holding company for Westfield Bank (the “Bank”), which will be held on May 9, 2024, at 10:00 a.m., Eastern Daylight Time, at the Sheraton Springfield Monarch Place Hotel, One Monarch Place, Springfield, Massachusetts, 01144.

The enclosed Notice of Annual Meeting of Shareholders and Proxy Statement describe the formal business that we will transact at the Annual Meeting, which includes:

•The election of three(3) directors;

•An advisory, non-binding vote on our 2023 executive compensation;

•Ratification of the appointment of Wolf and Company, P.C. (“Wolf & Company”) as our independent registered public accounting firm for the fiscal year ending December 31,2024; and

•Act upon such other business as may properly come beforethe meeting.

The Board of Directors of the Company (the “Board”) has fixed the close of business on March 11, 2024, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. Directors and officers of the Company will be present to answer any questions that you and other shareholders may have. Our Annual Report on Form 10-K, which contains detailed information concerning the activities and operating performance of the Company, is available for review on our website at wneb.q4ir.com/financials/proxy-materialsand www.viewproxy.com/WNEB/2024.

It is important that your shares be represented at the Annual Meeting and voted in accordance with your wishes. Whether or not you plan to attend the Annual Meeting, please promptly submit your proxy by telephone, internet or mail.Your vote is important regardless of the number of shares you own. Voting by proxy will not prevent you from voting in person at the Annual Meeting, but will assure that your vote is counted if you****cannot attend.

The Board has determined that an affirmative vote on the matters to be considered at the Annual Meeting is in the best interests of Western New England Bancorp, Inc. and its shareholders, and the Board unanimously recommends a vote in support of their recommendations on all** **matters. We appreciate your participation and interest in Western New England Bancorp, Inc.

Sincerely yours,

IF YOU HAVE ANY QUESTIONS, PLEASE CALL US AT (413) 568-1911.

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**141 Elm Street

Westfield, Massachusetts 01085

(413) 568-1911

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

By Order of the Board of Directors,

James C. Hagan

Chief**Executive Officer

Westfield, Massachusetts

It is important that your shares be represented and voted at the Annual Meeting. Shareholders whose shares are held in registered form have a choice of voting by Proxy Card, telephone or the internet, as described on your Proxy Card. Shareholders whose shares are held in the name of a broker, bank or other holder of record must vote in the manner directed by such holder. Check your Proxy Card or the information forwarded by your broker, bank or other holder of record to see which options are available****to you.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders: This Proxy Statement for the 2024 Annual Meeting of Shareholders, the 2023 Annual Report to Shareholders, the Proxy Card and voting instructions are available free of charge on our website at wneb.q4ir.com/financials/proxy-materialsand www.viewproxy.com/WNEB/2024.

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**WESTERN NEW ENGLAND BANCORP, INC.

****141 Elm Street

Westfield, Massachusetts 01085

**(413) 568-1911

**PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 9, 2024