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
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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. Hagan | Lisa G. McMahon |
| Chief Executive Officer | Board Chair |
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
| DATE | Wednesday, May 14, 2026 | |
|---|---|---|
| TIME | 10:00 A.M. Eastern Daylight Time | |
| PLACE | Sheraton 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 DATE | The 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 VOTING | You 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.
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TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION ABOUT THE ANNUAL MEETING | 1 |
| General | 1 |
| Notice Regarding the Availability of Proxy Materials | 1 |
| Who Can Vote at the Annual Meeting | 2 |
| Voting Procedures | 2 |
| Quorum Requirement | 3 |
| Proposals and Vote Requirements | 3 |
| Effect of Broker Non-Votes | 4 |
| Confidential Voting Policy | 4 |
| Revoking Your Proxy | 4 |
| Solicitation of Proxies | 5 |
| Submission of Shareholder Proposals and Nominations for the 2027 Annual Meeting | 5 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 6 |
| Vote Required | 6 |
| Our Recommendation | 6 |
| INFORMATION ABOUT OUR BOARD OF DIRECTORS | 7 |
| Board Composition | 7 |
| Board Refreshment | 7 |
| Director Competencies | 8 |
| Board Education | 9 |
| Director Nominees | 9 |
| Continuing Directors | 11 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS | 12 |
| CORPORATE GOVERNANCE AND RISK OVERSIGHT | 14 |
| Board of Directors | 14 |
| Board of Directors Independence | 14 |
| Code of Conduct, Code of Ethics and Corporate Governance Guidelines | 15 |
| Insider Trading and Hedging Policies | 15 |
| Committees of the Board of Directors | 16 |
| Board Leadership Structure and Role in Risk Oversight | 22 |
| Environmental, Social and Governance Highlights | 25 |
| Shareholder Engagement | 27 |
| Communicating with the Board of Directors | 27 |
| COMPENSATION DISCUSSION AND ANALYSIS | 28 |
| Executive Summary | 28 |
| Company Performance | 28 |
| Best Practices in Executive Compensation | 29 |
| Advisory Votes On NEO Compensation (Say-on-Pay) | 29 |
| Our Decision-Making Process | 29 |
| Compensation Philosophy | 31 |
| Compensation Components | 31 |
| Clawback Policy | 39 |
| Timing of Certain Equity Awards | 39 |
| Stock Ownership Guidelines | 39 |
| Other Benefits | 40 |
| Benchmarking Data and Use of Compensation Consultants | 42 |
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| EXECUTIVE COMPENSATION | 43 |
|---|---|
| Summary Compensation Table | 43 |
| Compensation Actually Paid | 43 |
| CEO Pay Ratio Disclosure | 46 |
| Outstanding Equity Awards at Fiscal Year End | 47 |
| Option Exercises and Stock Vesting | 47 |
| DIRECTOR COMPENSATION | 48 |
| Cash Compensation | 48 |
| Equity Retainer Grant | 48 |
| Deferred Compensation Plan | 48 |
| Stock Ownership Guidelines | 49 |
| Non-Employee Director Stock Election Program | 49 |
| TRANSACTIONS WITH RELATED PERSONS | 50 |
| Related-Person Transactions Policy and Procedures | 50 |
| Transactions with Certain Related Persons | 50 |
| DELINQUENT SECTION 16(A) REPORTS | 51 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 52 |
| Principal Shareholders | 52 |
| Security Ownership of Management | 53 |
| PROPOSAL 2 – NON-BINDING ADVISORY RESOLUTION ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS | 55 |
| Vote Required | 55 |
| Our Recommendation | 55 |
| General | 55 |
| PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 56 |
| Vote Required | 56 |
| Our Recommendation | 56 |
| Independent Registered Public Accounting Firm Fees and Services | 56 |
| HOUSEHOLDING OF PROXY MATERIALS | 57 |
| OTHER MATTERS | 57 |
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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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.