On this page of StockholderLetter.com we present the 9/13/2023 shareholder letter from ARROW FINANCIAL CORP — ticker symbol AROW. Reading current and past AROW letters to shareholders can bring important insights into the investment thesis.

 •  9/13/2023 Letter Continued (Full PDF)
 •  4/25/2024 AROW Stockholder Letter
 •  4/24/2025 AROW Stockholder Letter
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 •  AROW Benford's Law Stock Score = 97

AROW 9/13/2023 Shareholder/Stockholder Letter Transcript:

Notice of 2023 Annual Meeting of Shareholders and
Proxy Statement & 2022 Annual Report on Form 10-K

250 Glen Street
Glens Falls, New York 12801
September 13, 2023
Dear Shareholder:
You are cordially invited to attend the Arrow Financial Corporation Annual Meeting of Shareholders at 10:00 a.m. on
October 25, 2023. The Company will host the Annual Meeting virtually. Visit our website at arrowfinancial.com for
more information.
As in the past, our meeting will begin with a review of all voting matters and then feature a short presentation on the
Company. Additional details about the Annual Meeting and related voting instructions can be found in the following
Notice of 2023 Annual Meeting of Shareholders and related Proxy Statement.
For a better understanding of our Company, including its compensation practices and corporate governance
structure, please review our attached proxy materials and Annual Report on Form 10-K. Whether or not you plan to
attend the Annual Meeting this year, it is important to us that your shares are represented. We encourage you to
vote your shares promptly, and in advance of the Annual Meeting. Thank you.
Sincerely,
/s/ William L. Owens
/s/ David S. DeMarco
William L. Owens
Chairman of the Board
David S. DeMarco
President and Chief Executive Officer

250 Glen Street
Glens Falls, New York 12801
NOTICE OF
2023 ANNUAL MEETING OF SHAREHOLDERS
September 13, 2023
To the Shareholders of Arrow Financial Corporation:
The Annual Meeting of Shareholders of Arrow Financial Corporation, a New York corporation, will be held on
Wednesday, October 25, 2023, beginning at 10:00 a.m. Eastern Daylight Time. The Company will host the
Annual Meeting virtually. Instructions on how to participate via the Internet, including how to demonstrate proof
of stock ownership, are available at: www.proxyvote.com. Shareholders may vote and submit questions prior to
attending the Annual Meeting via the Internet. Please see the Additional Voting Information section of this Proxy
Statement for additional important information regarding the virtual Annual Meeting.
The Annual Meeting of Shareholders of Arrow Financial Corporation will consider and vote upon the following
matters, as described more fully in the Proxy Statement attached to this Notice:
1. The election of four Class A Directors to three-year terms and one Class B Director to a one-year term.
2. Advisory approval of Say-on-Pay frequency (1, 2 or 3 years).
3. Advisory approval of our 2022 executive compensation (   Say-on-Pay   ).
4. Approval of the Arrow Financial Corporation 2023 Directors' Stock Plan to replace the existing similar plan.
5. Ratification of the selection of KPMG LLP as our independent auditor for 2023.
6. Any other business that may properly come before the 2023 Annual Meeting, or any adjournment
or postponement thereof.
Shareholders of record as of the close of business on August 29, 2023 will be entitled to vote at the 2023 Annual
Meeting, or any adjournment or postponement thereof. Please see the Additional Voting Information section of the
Proxy Statement for more information on how to vote.
Please ensure that your shares are represented at the 2023 Annual Meeting, as your vote is important. See the
attached Proxy Statement for more information on how to vote your shares. Thank you.
By Order of the Board of Directors,
/s/Andrew Wise
Andrew J. Wise
Corporate Secretary

250 Glen Street
Glens Falls, New York 12801
PROXY STATEMENT TABLE OF CONTENTS
General Voting Information
1
Voting Item 1     Election of Four Class A Directors to Three-Year Terms
and One Class B Director to a One-Year Term
1
Voting Item 2     Advisory Approval of Say-on-Pay Frequency (1, 2 or 3
Years)
10
Voting Item 3     Advisory Approval of Our 2022 Executive Compensation
("Say-on-Pay")
10
Voting Item 4     Approval of the Arrow Financial Corporation 2023
Directors' Stock Plan
12
Voting Item 5     Ratification of the Selection of KPMG LLP as Our
Independent Auditor for 2023
14
Audit Committee Report
15
Corporate Governance
16
Named Executive Officers
23
Litigation
23
Stock Ownership Information
24
Compensation Discussion and Analysis
26
Executive Compensation
37
Agreements with Named Executive Officers
46
Additional Voting Information
52
Additional Shareholder Information
56
Appendix A: Arrow Financial Corporation 2023 Directors' Stock Plan
57

250 Glen Street
Glens Falls, New York 12801
PROXY STATEMENT
General Voting Information
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (   Board   ) of Arrow
Financial Corporation (   Company   ), a New York corporation, of proxies to be voted at the 2023 Annual Meeting of
Shareholders (   Annual Meeting   ) to be held virtually on October 25, 2023, at 10:00 a.m., or at any adjournment or
postponement thereof.
The release of the Notice Regarding the Availability of Proxy Materials, the Notice of 2023 Annual Meeting of
Shareholders, the Proxy Statement and the Company's Annual Report on Form 10-K for the year ended
December 31, 2022 (collectively, the    Proxy Materials   ) is scheduled to begin on September 13, 2023, to
shareholders of record as of the close of business on August 29, 2023. As of the record date, there were
16,553,058 shares of Company common stock outstanding, and each share is entitled to one vote at the Annual
Meeting.
To vote, please follow the instructions in the Notice Regarding the Availability of Proxy Materials or in the other
Proxy Materials. If you wish to receive a printed copy of the Proxy Materials, please follow the instructions in the
Notice Regarding the Availability of Proxy Materials. The Proxy Materials will be mailed within three business days
of receipt of your request. Shareholders who previously requested electronic copies will receive them in that
format.
Please be sure that your shares are represented at the Annual Meeting by completing and submitting your proxy
by telephone, online or by requesting and returning a completed paper proxy card. Please see the Additional
Voting Information section of this Proxy Statement for more information on how to vote.
Voting Item 1     Election of Four Class A Directors to Three-Year Terms and
One Class B Director to a One-Year Term
Summary and Board Recommendation:
The Board of Directors is divided into three classes (A, B and C), generally, with one class to be elected at each
Annual Meeting of Shareholders for a term of three years. Longtime Class C Director Thomas L. Hoy, who served
as the Company's President and CEO from 1997 until his retirement in 2012 and served as Board Chair until May
2023, passed away on June 11, 2023. In Mr. Hoy   s nearly five-decade career at the Arrow Family of Companies, he
expanded the Company's footprint and set forth a strategic vision that continues to be built upon today. The Arrow
team and board members, past and present, are grateful to have known Mr. Hoy as a leader and a friend. Thomas
J. Murphy, a Class B Director, terminated his employment as President and CEO and as a Director of the Company,
effective May 12, 2023 ("Mr. Murphy's Departure"). On May 13, 2023, the Board appointed David S. DeMarco to
serve as President and Chief Executive Officer, and on July 26, 2023, the Board appointed Mr. DeMarco to serve as
a Class B member of the Board and reset the number of Directors from 11 to 10: four Class A Directors, three Class
B Directors, and three Class C Directors.
1



 9/13/2023 Letter Continued (Full PDF)