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Western New England Bancorp, Inc.

For the period ended May 14, 2026. Filed Apr 3, 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.

May 14, 2026 · Filed Apr 3, 2026

WNEB$13.69+0.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-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 ☐
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 Pursuant to §240.14a-12

(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 all boxes that apply):

☒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.

Dear Fellow Shareholder:

You are cordially invited to attend the 2026 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 14, 2026, 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 four (4) directors;
●An advisory, non-binding vote on our 2025 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, 2026; and
●Act upon such other business as may properly come before the meeting.

The Board of Directors of the Company (the “Board”) has fixed the close of business on March 16, 2026, 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-materials and web.viewproxy.com/WNEB/2026.

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,
James C. HaganLisa G. McMahon
Chief Executive OfficerBoard Chair

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

i

141 Elm Street

Westfield, Massachusetts 01085

(413) 568-1911

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DATEWednesday, May 14, 2026
TIME10:00 A.M. Eastern Daylight Time
PLACESheraton Springfield Monarch Place Hotel One Monarch Place Springfield, Massachusetts 01114
ITEMS OF BUSINESS(1)Election of the nominees named in the attached Proxy Statement as directors to serve on the Board for a term of office stated.
(2)Consideration and approval of a non-binding advisory resolution on the compensation of our Named Executive Officers.
(3)Ratification of the appointment of Wolf & Company as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
(4)Consideration of any other business properly brought before the Annual Meeting and any adjournment or postponement thereof.
RECORD DATEThe record date for the Annual Meeting is March 16, 2026. Only shareholders of record as of the close of business on that date may vote at the Annual Meeting or any adjournment thereof.
PROXY VOTINGYou are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please promptly submit your proxy by telephone, internet or, if you have received printed materials, by signing and returning the Proxy Card by mail. Submitting a proxy will not prevent you from attending the Annual Meeting and voting in person. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

By Order of the Board of Directors, Western New England Bancorp, Inc.

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 2026 Annual Meeting of Shareholders: This Proxy Statement for the 2026 Annual Meeting of Shareholders, the 2025 Annual Report to Shareholders, the Proxy Card and voting instructions are available free of charge on our website at wneb.q4ir.com/financials/proxy-materials and web.viewproxy.com/WNEB/2026.

ii

TABLE OF CONTENTS

Page
INFORMATION ABOUT THE ANNUAL MEETING1
General1
Notice Regarding the Availability of Proxy Materials1
Who Can Vote at the Annual Meeting2
Voting Procedures2
Quorum Requirement3
Proposals and Vote Requirements3
Effect of Broker Non-Votes4
Confidential Voting Policy4
Revoking Your Proxy4
Solicitation of Proxies5
Submission of Shareholder Proposals and Nominations for the 2027 Annual Meeting5
PROPOSAL 1 – ELECTION OF DIRECTORS6
Vote Required6
Our Recommendation6
INFORMATION ABOUT OUR BOARD OF DIRECTORS7
Board Composition7
Board Refreshment7
Director Competencies8
Board Education9
Director Nominees9
Continuing Directors11
INFORMATION ABOUT OUR EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS12
CORPORATE GOVERNANCE AND RISK OVERSIGHT14
Board of Directors14
Board of Directors Independence14
Code of Conduct, Code of Ethics and Corporate Governance Guidelines15
Insider Trading and Hedging Policies15
Committees of the Board of Directors16
Board Leadership Structure and Role in Risk Oversight22
Environmental, Social and Governance Highlights25
Shareholder Engagement27
Communicating with the Board of Directors27
COMPENSATION DISCUSSION AND ANALYSIS28
Executive Summary28
Company Performance28
Best Practices in Executive Compensation29
Advisory Votes On NEO Compensation (Say-on-Pay)29
Our Decision-Making Process29
Compensation Philosophy31
Compensation Components31
Clawback Policy39
Timing of Certain Equity Awards39
Stock Ownership Guidelines39
Other Benefits40
Benchmarking Data and Use of Compensation Consultants42

iii

EXECUTIVE COMPENSATION43
Summary Compensation Table43
Compensation Actually Paid43
CEO Pay Ratio Disclosure46
Outstanding Equity Awards at Fiscal Year End47
Option Exercises and Stock Vesting47
DIRECTOR COMPENSATION48
Cash Compensation48
Equity Retainer Grant48
Deferred Compensation Plan48
Stock Ownership Guidelines49
Non-Employee Director Stock Election Program49
TRANSACTIONS WITH RELATED PERSONS50
Related-Person Transactions Policy and Procedures50
Transactions with Certain Related Persons50
DELINQUENT SECTION 16(A) REPORTS51
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT52
Principal Shareholders52
Security Ownership of Management53
PROPOSAL 2 – NON-BINDING ADVISORY RESOLUTION ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS55
Vote Required55
Our Recommendation55
General55
PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM56
Vote Required56
Our Recommendation56
Independent Registered Public Accounting Firm Fees and Services56
HOUSEHOLDING OF PROXY MATERIALS57
OTHER MATTERS57

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141 Elm Street

Westfield, Massachusetts 01085

(413) 568-1911

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 14, 2026

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.