Chemung Financial Corporation ($CHMG)

Good afternoon, and welcome to the Chemung Financial Corporation Annual Meeting of Shareholders. Please note that this meeting is being recorded. Questions may be submitted via the questions box to the right of your screen by typing your question into the text box and then clicking the submit button. Please also note that in the interest of all shareholders, we will only address those questions that are pertinent to the business of this meeting. If there are questions outside of the context of this meeting, please provide your e-mail address, and we will do our best to respond to your question within 24 hours. If you are attending today's meeting and wish to view the uploaded annual meeting documents, please click on the Documents tab at the top right of your screen and then click on the document name you wish to view. I will now turn the meeting over to our Chairman, David J. Dalrymple.

Thank you, Scott. Once again, we welcome you to the Annual Stockholders Meeting of Chemung Canal Trust Company and Chemung Financial Corporation, now in our 193rd year of doing business. I'm Dave Dalrymple, Chairman of the Board of Directors, and I really wish to thank you very much for joining us today. I now turn the meeting over to Anders Tomson, President and CEO of the bank and Corporation.

Thank you, Dave. I would like to welcome everyone in attendance today to the virtual Annual Meeting of Shareholders of Chemung Financial Corporation. I am very proud of our 2025 financial results, which are included online along with today's annual meeting documents, and I look forward to our continued engagement in 2026 and beyond. This report will report on the formal business matters upon which shareholder action is required. We appreciate your support of our company. If you are a registered shareholder and have already voted your shares, no action is required at this time. If you're a registered shareholder and have not yet voted or would like to change your vote, you may do so by clicking the Vote by Shares link on the top right of your screen. The official parties of today's meeting are: proxies, Tom Whitaker and Jacob Aquilio; Inspector of Election, Kathleen E. Cook; SEC Counsel, Ben Azoff, Luse Gorman; external auditor, [indiscernible] Crowe LLP; our Corporate Secretary, Kathleen S. McKillip; our Assistant Corporate Secretary, Kathleen E. Cook; Senior Vice President, Director of Marketing and our moderator for today is Scott Heffner. Now the principal business of this Annual Meeting of Shareholders is to elect 4 directors for a term of 3 years each; to approve on a nonbinding advisory basis, the compensation of named executive officers, also referred to as Say-On-Pay, to ratify the appointment of Crowe LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board of Directors set April 6, 2026, as the date of record for this meeting. Pursuant to the bylaws, the Board of Directors has appointed Kathleen E. Cook as Inspector of Election. The oath of inspector has been executed by the inspector and received by the Secretary. Therefore, I direct that oath of inspectors be affixed to the minutes of this meeting. At this time, I would ask the Corporate Secretary of Chemung Financial Corporation, Kathleen S. McKillip, present the affidavit of mailing of the notice of availability and to report on the existence of a quorum for the meeting.

I present the affidavit of mailing, which states that the notice of availability was mailed beginning April 23, 2026, to shareholders of record as of April 6, 2026, the record date for shareholders entitled to notice of this meeting. In addition, a list of holders of record of the company's common stock as of the close of business on April 6, 2026, is available upon request. I have been advised by the inspector of election that at least a majority of the company's outstanding shares entitled to vote are represented by proxy at today's meeting. Since the majority of the company's shares are represented here today, a quorum is present and the meeting is convened.

Thank you so much. The report of the secretary of the existence of a quorum is accepted. I direct that the affidavit of mailing and the list of shareholders of record be filed with the record of this meeting. The first item of business is the election of 4 directors for a 3-year term. A plurality of votes cast is required to elect each director nominee. These 4 directors elected today will hold office until the 2029 Annual Meeting of Shareholders or until their successors are elected and qualified. As indicated in the company's proxy statement, the Board of Directors has nominated the following individuals for a 3-year term: Richard E. Forrestel Jr., Stephen M. Lounsberry III, Anders M. Tomson, G. Thomas Tranter Jr. The second item of business is to approve the compensation of the named executive officers, also known as the Say-On-Pay proposal. And the third item of business is the ratification of the appointment by the Board of Directors of Crowe LLP as the company's independent registered public accounting firm for the fiscal year 2026. All voting is now complete, and the polls are closed. Thank you for casting your vote and investing in our company. You will now hear the inspector's report of voting results. Mrs. Cook?

With respect to Proposal 1, election of directors, each nominee received at least a plurality of the votes cast.

Therefore, each nominee named in the proxy statement has been duly elected.

With respect to Proposal 2, the approval of the compensation of the named executive officers, also known as Say-On-Pay and Proposal 3, the ratification of the appointment of Crowe LLP as the company's independent registered public accounting firm for the fiscal year 2026, both proposals have received a majority of the votes cast.

Therefore, proposals 2 and 3 have been approved. I will now entertain questions. Mr. Heffner? Have we received any questions pertaining to the matters of this meeting of shareholders?

No questions have been posed at this time.

With no questions presented at this time, the business of this meeting is now concluded. On behalf of the Board of Directors, the executive management team and our staff, thank you for your continued investment and confidence in our company. This Annual Meeting of Shareholders is now adjourned.