Summit State Bank : Preliminary Proxy/Information Statements

FEDERAL DEPOSIT INSURANCE CORPORATION

WASHINGTON, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Summit State Bank

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 10, 2024

Dear Shareholder:

We are pleased to enclose our 2023 Annual Report, Notice of 2024 Annual Meeting, proxy statement and proxy.

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of Summit State Bank (the "Bank"), which will be held at 10:30 a.m. on Monday, May 20, 2024, at the Vintners Inn, 4350 Barnes Road, Santa Rosa, California.

The accompanying Notice of Annual Meeting and proxy statement provide information pertaining to the matters to be considered and acted upon at the meeting. If you have questions regarding the information included in the Bank's 2023 Annual Report, please contact Camille Kazarian, the Bank's Chief Financial Officer, at (707) 568-6000.

Your continuing support of the Bank is appreciated, and we hope you will attend the Annual Meeting. Whether or not you are personally present, it is very important that your shares be represented at the Annual Meeting. Accordingly, please sign, date, and mail the enclosed proxy promptly. If you wish to vote in accordance with the Board of Directors' recommendations, it is not necessary to specify your choices. You may simply sign, date and return the enclosed proxy.

Sincerely,

President and Chief Executive Officer

500 Bicentennial Way, Santa Rosa, California 95403 • Telephone (707) 568-6000 • Fax (707) 573-4623

MEMBER FDIC

Notice of Annual Meeting of Shareholders

The Annual Meeting of Shareholders of Summit State Bank (the "Bank") will be held at the Vintners Inn, 4350 Barnes Road, Santa Rosa, California on Monday, May 20, 2024, at 10:30 a.m. for the following purposes:

• 1. To elect the following 13 nominees (the entire Board of Directors) to serve as directors of the Bank until the next Annual Meeting of Shareholders and until their successors shall be elected and qualified:

• 2. To ratify the selection of Elliott Davis LLC to serve as the Bank's independent registered

• public accounting firm for the fiscal year ending December 31, 2024.

• 3. To consider and transact such other business as may properly be brought before the meeting.

  Jeffery B. Allen	Brian J. Reed
  Frank Chong, Ed.D.	Douglas V. Reynolds
  Josh C. Cox, Jr.	Marshall T. Reynolds
  James A. Finley	Dawn M. Ross
  Todd R. Fry	John W. Wright
  Belinda Guadarrama	Sharon S. Wright
  Nicholas J. Rado

  Our Board of Directors recommends that you vote "FOR" the election of all 13 nominees named as directors and "FOR" ratification of the appointment of Elliott Davis LLC as the Bank's independent public accounting firm for the fiscal year ending December 31, 2024.

  Shareholders of record at the close of business on March 28, 2024 are entitled to notice of and to vote at the meeting.

  Provisions of the Bylaws of the Bank govern nominations for election of members of the Board of Directors. The attached proxy statement includes a summary of such provisions.

  All shareholders are cordially invited to attend the meeting in person. To ensure your representation at the meeting, you are requested to date, execute and return the enclosed proxy card, without delay, in the enclosed postage-paid envelope whether or not you plan to attend the meeting. Any shareholder present at the meeting may vote personally on all matters brought before the meeting. If you elect to vote personally at the meeting, your proxy will not be used.

BY ORDER OF THE BOARD OF DIRECTORS

Barbara Gradman Corporate Secretary April 10, 2024

Santa Rosa, California

Important Notice About the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held May 20, 2024.

This proxy statement and the Bank's annual report to shareholders are available at:www.summitstatebank.com.

WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING,

PLEASE SIGN AND RETURN THE ENCLOSED PROXY

AS PROMPTLY AS POSSIBLE IN THE ENCLOSED

POSTAGE-PAID ENVELOPE.

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PROXY STATEMENT

OF SUMMIT STATE BANK

500 Bicentennial Way • Santa Rosa, California 95403

Telephone (707) 568-6000 • Fax (707) 573-4622

This proxy statement is furnished in connection with the solicitation of proxies to be used by the Board of Directors (the "Board") of Summit State Bank (the "Bank") at the Annual Meeting of Shareholders of the Bank to be held at the Vintners Inn, 4350 Barnes Road, Santa Rosa, California, on Monday, May 20, 2024, at 10:30 a.m., and at any adjournments or postponements thereof (the "Meeting").

This proxy statement and the accompanying proxy are first being mailed to shareholders on or about April 10, 2024.

Purpose of the Meeting

The Meeting is being held for the following purposes:

1. To elect thirteen (13) directors (the entire Board of Directors) to serve until the next annual meeting of shareholders and until their successors shall be elected and qualified.

• 2. To ratify the selection of Elliott Davis, independent certified public accountants, to serve as

• the Bank's auditors for the fiscal year ending December 31, 2024.

• 3. To consider and transact such other business as may properly be brought before the meeting.

Information about the Meeting

Who is entitled to vote?

Shareholders of record as of the close of business on March 28, 2024 (the "Record Date") are entitled to notice of and to vote at the Meeting. As of such date, the Bank had 6,784,099 shares of common stock outstanding.

Who is soliciting the enclosed proxy?

The enclosed proxy is being solicited by the Bank's Board of Directors (the "Board") and the cost of the solicitation is being borne by the Bank. The principal solicitation of proxies is made by mail, although additional solicitation may be made by telephone or personal visits by directors, officers and employees of the Bank, but they will receive no additional compensation for doing so.

How many votes do I have?

Each shareholder of record is entitled to one vote, in person or by proxy, for each share held, on all matters to come before the Meeting, except that shareholders may have cumulative voting rights with respect to the election of directors.

Cumulative voting allows a shareholder to cast a number of votes equal to the number of directors to be elected, 13, multiplied by the number of shares held by the shareholder on the Record Date. This total number of votes may be cast for one nominee or may be distributed among as many candidates as the shareholder desires.

Pursuant to California law, no shareholder may cumulate votes for one or more Board candidates unless such candidates' names have been placed in nomination prior to the voting and the shareholder has given notice at the Meeting prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any shareholder has given such notice, all the shareholders may cumulate their votes for the candidates who have been nominated.

Discretionary authority to cumulate votes in such event is solicited in this proxy statement. The proxy holders do not, at this time, intend to give such notice or to cumulate the votes they may hold pursuant to the proxies solicited herein unless the required notice by a shareholder is given. In the event such notice is provided, the votes represented by proxies delivered pursuant to this proxy statement may be cumulated at the discretion of proxy holders, in accordance with the recommendations of the Board of Directors.

How do I vote?

Voting in Person. If your shares are registered directly in your name with the Bank's transfer agent, Computershare, at the close of business on the Record Date, you are considered the "shareholder of record" with respect to those shares and you have the right to vote your shares in person at the Meeting.

If your shares are held through a broker, bank or other nominee (that is, in "street name") at the close of business on the Record Date, you are considered the "beneficial owner" of those shares, and you may vote your shares in person at the Meeting only if you obtain a "legal proxy" from the bank, broker or other nominee that holds your shares, giving you the right to vote the shares in person at the Meeting.

Voting by Proxy for Shares Held by a Shareholder of Record. If you are a shareholder of record, you may direct how your shares are voted without attending the Meeting in one of the following ways:

• • Voting by Telephone. You may vote by calling the toll-free telephone number and following the instructions printed on your proxy card. The deadline for voting by telephone is indicated on your proxy card. If you vote by telephone, you do not need to return your proxy card.

• • Voting on the Internet. You may vote on the internet by accessing the website address and following the instructions printed on your proxy card. The deadline for voting on the internet is indicated on your proxy card. If you vote on the internet, you do not need to return your proxy card.

• • Voting by Mail. You may vote by completing, signing and returning your proxy card by mail. To vote in this manner, please mark, date and sign the enclosed proxy card and return it by mail in the accompanying postage-prepaid envelope. In order to assure that your shares will be voted, you should mail your signed proxy card in sufficient time for it to be received before the Meeting. If your shares are registered in different names or you hold your shares in more than one capacity, you will receive more than one proxy card. In that case, if you choose to vote by mail and you want all of your shares voted, please complete each proxy card that you receive and return it in its own postage prepaid envelope.

Even if you plan to attend the Meeting, we recommend that you submit your proxy in advance of the meeting as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. Submitting your proxy by telephone, internet or mail will not affect your right to vote in person should you decide to attend the Meeting. If you do attend and vote your shares in person at the Meeting, after having voted by any of the methods described above, only your last vote will be counted.

Voting by Proxy for Shares Held In Street Name. If you are the beneficial owner of shares held in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to instruct how your shares are to be voted at the Meeting.

How will the Board Vote for my proxy?

If you grant us your proxy to vote your shares (whether by telephone or over the internet or by completing, signing and returning your proxy card by mail), and you do not revoke that proxy prior to the Meeting, your shares will be voted as directed by you. If you grant us your proxy without providing any specific direction as to how your shares should be voted, your shares will be voted: "FOR" election of all 13 director nominees named in the Notice of Annual Meeting for election to the Board of Directors (Proposal No. 1) and "FOR" ratification of the appointment of Elliott Davis LLC as the independent public accounting firm for the fiscal year ending December 31, 2024 (Proposal No. 2).

If any other matter should be properly presented at the Meeting upon which a vote may be taken, the shares represented by your proxy will be voted in accordance with the judgment of the holders of the proxy. Such persons also have discretionary authority to vote to adjourn the Meeting, including for soliciting proxies to vote in accordance with the recommendations of the Board of Directors on any of the above items. However, if your shares are held in a brokerage account, please read the information below under the caption "Voting shares held by brokers, banks and other nominees" regarding how your shares may be voted.

Voting shares held by brokers, banks and other nominees.

The Bank asks brokers, banks and other nominee holders to obtain voting instructions from the beneficial owners of common stock. Proxies that are returned to the Bank by brokers, banks or other nominee holders on your behalf will count toward a quorum and will be voted in accordance with the voting instructions you have sent to your broker, bank or other nominee holder. If, however, you want to vote your shares in person at the Meeting, you will need to obtain a legal proxy or broker's proxy card from your broker, bank or other nominee holder and bring it with you to the Meeting. If you fail to provide voting instructions to, or you attend the Meeting and do not obtain a legal proxy or broker's proxy from, your broker, bank or other nominee, your shares will not be voted, except as provided below with respect to certain "routine" matters.

Under rules applicable to securities brokerage firms, a broker who holds shares in "street name" for a customer may generally vote your shares in its discretion on "routine" proposals, but does not have the authority to vote those shares on any "non-routine" proposal, except in accordance with your voting instructions. Under New York Stock Exchange ("NYSE") rules, if your shares are held by a member organization, as that term is defined under NYSE rules, responsibility for making a final determination as to whether a specific proposal constitutes a routine or non-routine matter rests with that organization, or third parties acting on its behalf.

If your broker does not receive voting instructions from you, but chooses to vote your shares on a routine matter, then your shares will be deemed to be present by proxy and will count toward a quorum at the Annual Meeting, but will not be counted as having been voted on, and as a result will be deemed to constitute "broker non-votes" with respect to, non-routine proposals. We expect that Proposal 1, the election of 13 nominees for election to the Board of Directors, will be a non-routine proposal and that Proposal 2, the ratification of the appointment of Elliott Davis LLC as the independent public accounting firm for the fiscal year ending December 31, 2024, will be a non-routine proposal.

What is the required quorum?

The presence at any meeting of the shareholders, in person or by proxy, of the persons entitled to vote a majority of the voting shares of the Bank shall constitute a quorum for the transaction of business.

What vote is required to approve the proposals?

In the election of directors, the 13 candidates receiving the highest number of votes will be elected. Broker non-votes and abstentions will have no effect on the election of directors.

The ratification of the selection of independent accountants requires the affirmative vote of a majority of the Bank's shares represented and voting at the Meeting, which also constitutes a majority of the required quorum. Therefore, if the number of shares voted in favor constitutes a majority of the required quorum, broker non-votes and abstentions will have no effect on the matters. However, if not, broker non-votes and abstentions will have the same effect as a vote against the matters.

How do I change my vote or revoke my proxy?

If you are the record owner of your shares, you may revoke any proxy you may have submitted over the internet or by telephone or any proxy you may have returned by mail, at any time before your proxy has been voted, by taking one of the following actions:

• • Attending the Meeting and voting in person;

• • Completing, signing and submitting a signed proxy card bearing a later date than the date of your earlier vote or proxy; or

• • Sending a written revocation of your proxy to the Company's Corporate Secretary at Summit State Bank, 500 Bicentennial Way, Santa Rosa, California 95403. To be effective, the notice of revocation must be received by the Company before the Meeting commences. If, after revoking your proxy in this manner, you want to vote

your shares, you may do so only by one of the methods set forth above, and not over the internet or by phone.

However, if your shares are held by a broker, bank or other nominee holder, you will need to contact your broker, bank or the nominee holder if you wish to change or revoke any voting instructions that you previously gave to your broker, bank or other nominee holder.

Principal Shareholders

As of the Record Date, no persons are known to management to have, directly or indirectly, more than five percent of the Bank's issued and outstanding shares of common stock except as follows:

PROPOSAL 1

Election of Directors

The Bylaws of the Bank provide the procedure for nomination and election of the Board of Directors. This procedure described below in the section titled "Shareholder Proposals and Nominations." Nominations not made in accordance with the procedures may be disregarded by the Chairman of the Meeting, and upon his instructions, the Inspector(s) of Election shall disregard all votes cast for such nominees.

The proxy holders will vote shares represented by proxies in such a way as to affect the election of all nominees or as many as possible under the rules of cumulative voting to the extent the proxies have discretionary authority to do so. If any nominee should become unable or unwilling to serve as a director, either (i) the proxies will be voted for such substitute nominees as shall be designated by the Board of Directors, or (ii) the number of directors to be elected at the Meeting may be reduced. The Board of Directors presently has no knowledge that any of the nominees will be unable or unwilling to serve. The 13 nominees receiving the highest number of votes at the Meeting will be elected.

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Summit State Bank published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 16:10:52 UTC.