High turnout as The First Bancorp (FNLC) shareholders back directors, pay and auditors

Rhea-AI Filing Summary

The First Bancorp, Inc. reported the results of its 2026 Annual Meeting of Shareholders, held virtually on April 29, 2026. Shareholder turnout was strong, with 9,593,345 shares represented out of 11,270,319 outstanding, equal to 85.12% of eligible votes.

All eight director nominees received substantial support, each gaining more than 7.48 million votes in favor. Shareholders also approved, on an advisory basis, the company’s executive compensation with 7,534,553 votes for, and selected an annual (1-year) frequency for future advisory votes on executive pay. They further ratified the Audit Committee’s selection of BDMP Assurance, LLP as independent auditors for 2026, with 9,571,754 votes in favor and minimal opposition.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 11,270,319 shares Shares represented: 9,593,345 shares Turnout percentage: 85.12% +4 more

7 metrics

Shares outstanding 11,270,319 shares Common stock outstanding for 2026 annual meeting voting

Shares represented 9,593,345 shares Present virtually or by proxy at 2026 annual meeting

Turnout percentage 85.12% Proportion of outstanding eligible votes represented

Say-on-pay support 7,534,553 votes for Advisory approval of executive compensation, 2026 meeting

Say-on-pay frequency (1 year) 6,869,457 votes Votes favoring annual advisory votes on executive pay

Auditor ratification support 9,571,754 votes for Ratification of BDMP Assurance, LLP for 2026

Director votes example 7,817,366 votes for Votes for director nominee Tony C. McKim

Key Terms

Annual Meeting of Shareholders, advisory basis, broker non-vote, independent auditors, +1 more

5 terms

Annual Meeting of Shareholders financial

"The 2026 Annual Meeting of Shareholders of The First Bancorp, Inc."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

advisory basis financial

"To approve (on an advisory basis) the compensation of the Company’s executives."

broker non-vote financial

"For | Withhold | Broker Non-Vote Robert B. Gregory | 7,485,413 | 392,688 | 1,715,244"

independent auditors financial

"ratify the Audit Committee's selection of BDMP Assurance, LLP, as independent auditors of the Company for 2026."

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

0000765207false00007652072026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 29, 2026

THE FIRST BANCORP, INC.

(Exact name of Registrant as specified in charter)

Maine

(State or other jurisdiction of incorporation)

0-26589			01-0404322
(Commission file number)			(IRS employer identification no.)

223 Main Street			Damariscotta			Maine			04543
(Address of principal executive offices)									(Zip Code)

(207) 563-3195

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is

intended to simultaneously satisfy the filing obligations

of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class			Trading Symbol			Name of each exchange on which registered
Common Stock, par value $0.01 per share			FNLC			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

TABLE OF CONTENTS

Section 5, Item 5.07 Submission of Matters to a Vote of Security Holders    Page 1

Signatures                      Page 3

Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Securities Holders

The 2026 Annual Meeting of Shareholders of The First Bancorp, Inc., the one-bank holding company of First National Bank was held solely by remote communication in a virtual-only format on Wednesday, April 29, 2026, at 11:00 a.m. Eastern Daylight Time, for the following purposes:

1.To elect as Directors of the Company the nominees listed in the Company’s Proxy Statement dated March 16, 2026.

2.To approve (on an advisory basis) the compensation of the Company’s executives.

3.To approve (on an advisory basis) the frequency of non-binding shareholder votes on executive compensation.

4.To ratify the Audit Committee's selection of BDMP Assurance, LLP, as independent auditors of the Company for 2026.

5. To transact such other business as may properly come before the meeting or any adjournment thereof.

Of the 11,270,319 shares outstanding, there were present virtually or by proxy 9,593,345 shares of the Company’s common stock, representing 85.12% of the total outstanding eligible votes. The final voting results for each proposal are as follows:

1.To elect as Directors of the Company the nominees listed in the Company’s Proxy Statement dated March 16, 2026.

			For						Withhold			Broker Non-Vote
Robert B. Gregory			7,485,413						392,688			1,715,244
Ingrid H.W. Kachmar			7,857,472						20,629			1,715,244
Renee W. Kelly			7,791,891						86,210			1,715,244
Tony C. McKim			7,817,366						60,735			1,715,244
Cornelius J. Russell			7,757,432						120,669			1,715,244
Stuart G. Smith			7,738,296						139,805			1,715,244
Kimberly S. Swan			7,704,603						173,498			1,715,244
F. Stephen Ward			7,768,350						109,751			1,715,244

2. To approve (on an advisory basis) the compensation of the Company’s executives.

For			Against			Abstain			Broker Non-Vote
7,534,553			261,496			82,052			1,715,244

3. To approve (on an advisory basis) the frequency of non-binding shareholder votes on executive compensation.

1 Year			2 Years			3 Years			Abstain			Broker Non-Vote
6,869,457			39,523			886,262			82,859			1,715,244

4. To ratify the Audit Committee's selection of BDMP Assurance, LLP, as independent auditors

of the Company for 2026.

For			Against			Abstain			Broker Non-Vote
9,571,754			8,261			13,330			—

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE FIRST BANCORP, INC.

By: /s/ Richard M. Elder

---------------------

Richard M. Elder

Executive Vice President & Chief Financial Officer

Dated: May 1, 2026

FAQ

What did The First Bancorp (FNLC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing eight directors, approving executive compensation on an advisory basis, setting the frequency of say-on-pay votes, and ratifying BDMP Assurance, LLP as independent auditors for 2026. All proposals received sufficient support to pass.

How strong was shareholder turnout at The First Bancorp (FNLC) 2026 annual meeting?

Turnout was high, with 9,593,345 shares represented virtually or by proxy out of 11,270,319 shares outstanding, equal to 85.12% of eligible votes. This indicates broad participation by the company’s shareholders in governance decisions.

Were all director nominees elected at The First Bancorp (FNLC) 2026 meeting?

Yes. All eight nominees, including Robert B. Gregory and Tony C. McKim, were elected as directors. Each received over 7.48 million votes in favor, with relatively few withhold votes and broker non-votes reported for each nominee.

How did The First Bancorp (FNLC) shareholders vote on executive compensation in 2026?

Executive compensation was approved on an advisory basis, with 7,534,553 votes for, 261,496 against, and 82,052 abstentions. There were 1,715,244 broker non-votes. This reflects overall shareholder support for the company’s compensation practices that year.

What frequency did The First Bancorp (FNLC) shareholders prefer for say-on-pay votes?

Shareholders favored holding say-on-pay votes every 1 year, with 6,869,457 votes for an annual frequency. Alternatives of 2 years and 3 years received 39,523 and 886,262 votes, respectively, while 82,859 votes abstained and 1,715,244 were broker non-votes.

Which audit firm was ratified for The First Bancorp (FNLC) for 2026?

Shareholders ratified the Audit Committee’s selection of BDMP Assurance, LLP as independent auditors for 2026. The ratification received 9,571,754 votes for, 8,261 against, and 13,330 abstentions, with no broker non-votes reported on this proposal.

Filing Exhibits & Attachments

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