First Bancorp, Inc. Announces Amendments to Bylaws – Key Corporate Governance Changes

Summary of Key Developments

• Bylaw Amendments Approved: On April 29, 2026, the Board of Directors of First Bancorp, Inc. (NASDAQ: FNLC) approved significant amendments to the company’s Bylaws.
• Director Age Limit Lowered: The maximum age for eligibility to serve as a Director has been reduced from 75 to 72 years, with a limited grandfather exception for current directors.
• Chair Term Limit Sharply Reduced: The maximum number of terms an individual may serve as Chair of the Board has been dramatically cut from eight to three one-year terms.

Detailed Changes to Corporate Governance

1. Maximum Age for Directors

• New Policy: No person shall be eligible to serve as a Director beyond the Annual Shareholder Meeting if they are 72 years of age.
• Grandfathering Provision: Any current director who is 72 years old as of January 1, 2026, may continue to serve as a Director until reaching age 75.
• Previous Policy: The prior age limit for all directors was 75.
• Potential Impact: This change may result in more frequent Board refreshment and could lead to earlier-than-anticipated departures of longstanding directors, opening opportunities for new candidates and potentially altering board dynamics.

2. Term Limit for Chair of the Board

• New Policy: The Board Chair may now serve a maximum of three one-year terms (previously eight terms).
• Rationale & Impact: This notable reduction emphasizes Board leadership rotation, which can introduce new perspectives into Board leadership more frequently. Investors should be aware that a faster turnover of the Chair role may affect continuity and strategic direction.

Other Disclosures

• Filing Details: The amendments were filed with the SEC as part of an 8-K current report dated April 29, 2026, and signed by Executive Vice President & Chief Financial Officer, Richard M. Elder.
• Corporate Information: First Bancorp, Inc. is headquartered in Damariscotta, Maine, and its common stock is listed on the NASDAQ Global Select Market under the symbol FNLC.
• No Other Material Changes: The filing does not indicate any changes in fiscal year, material M&A activity, or other significant events.

What Investors Should Watch

• Board Composition: The lower age cap could accelerate the transition to a younger board, which may influence strategic decision-making and risk profiles.
• Leadership Succession: The sharply reduced term limit for the Chair role is notable and could result in more frequent changes in board leadership, which may be seen positively by proponents of governance best practices.
• Share Price Sensitivity: While these governance changes are unlikely to affect day-to-day operations directly, they represent a meaningful shift in Board structure and leadership philosophy. Shareholders who value board refreshment and leadership rotation may view these amendments favorably, while those who prefer continuity may have concerns.

Conclusion

These amendments reflect a material change in First Bancorp, Inc.’s approach to board governance and leadership succession. Investors should monitor upcoming proxy disclosures and board nominations closely, as these amendments could have a lasting effect on the composition and oversight of the company’s leadership.

Disclaimer: This summary is for informational purposes only and does not constitute investment advice or a recommendation with respect to the securities of First Bancorp, Inc. Investors should review the full SEC filing and consult with their financial advisors before making investment decisions.

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