UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934 (Amendment No. __)

​Filed by the Registrant ☒

​Filed by a Party other than the Registrant ☐

​Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

CHOICEONE FINANCIAL SERVICES, INC.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒  No fee required.

☐  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1) Title of each class of securities to which transaction applies:

 

(2) Aggregate number of securities to which transaction applies:

 

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

(4) Proposed maximum aggregate value of transaction:

 

(5) Total fee paid:

 

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

 

(2) Form, Schedule or Registration Statement No.:

 

(3) Filing party:

 

(4) Date filed:

 

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109 East Division
Sparta, Michigan 49345

April 19, 2019April16, 2020

Toour Shareholders:Shareholders:

We invite you to attend the Annual Meeting of Shareholders of ChoiceOne Financial Services, Inc. to beheld at:

Moss Ridge Golf Club
13545 Apple Avenue
Ravenna, Michigan
MayThe Annual Meeting will be a virtual meeting conducted exclusively via live webcast at22, 2019www.virtualshareholdermeeting.com/COFS2020

. The meetingwillbe held on May 29, 2020 and will begin at 11:00 a.m. Annual Meeting; social period to immediately follow(local time inSparta, Michigan).

The purpose of the meeting is to elect directors and to consider the other matters described in thisproxy statement.

Please plan to join us for an informal social period immediately following the conclusion of the business portion of the Annual Meeting, which starts at 11:00 a.m. A light lunch and refreshments will be served during the social period. Shareholders holding stock in single ownership form are invited to bringa guest.

Please be sure to sign, date and return the enclosed proxy promptly whether or not you plan to attend the meeting.A proxy may be revoked at any time before it is exercised and shareholders who are present online at the meetingvirtual Annual Meeting may revoke their proxy and vote in persononline at the Annual Meeting if they wish to do so. All shareholders should sign proxies as their names appear onthe proxy.

ShareholdersShareholders of record at the close of business on March 25, 2019April 3, 2020 are entitled to notice of and to vote at the meeting and any adjournment of the meeting. The proxy statement and proxy are first being mailed to ChoiceOne shareholders on approximately April19, 2019.April16, 2020.

We hope you will join us at the 2019 Annual2020Annual Meeting. We look forward to seeingyou there.

Sincerely,

Kelly J. Potes
President and ChiefExecutive Officer

In light of the coronavirus pandemic (COVID-19), for the safety of all of our employees, directors and shareholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the Annual Meeting will be held in a virtual meeting format only, via live webcast, with no physical in-person meeting. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/COFS2020. You will use the 16-digit control number shown on your proxy card to access the virtual meeting. Additional information regarding attending the virtual meeting is included in the proxy statement. As always, we encourage you to vote your shares prior to theAnnual Meeting.

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109 East Division
Sparta, Michigan 49345

NOTICE OF ANNUAL MEETINGOF SHAREHOLDERS

 

The annual meeting of shareholders of ChoiceOne Financial Services, Inc. will be a virtual meeting conducted exclusively via live webcast atwww.virtualshareholdermeeting.com/COFS2020. The meeting will be held at Moss Ridge Golf Club, 13545 Apple Avenue, Ravenna, Michigan, on May 22, 2019,29, 2020, at 11:00 a.m. local(local time for thefollowing purposes:in Sparta, Michigan). The purposes of the meeting areas follows:

1.Electionof directors.

2.Advisory approval of the Company’sexecutive compensation.

3.An advisory vote to determine whether future votes to approve the Company’s executive compensation should occur every 1, 2, or3 years.

4.Ratification of the selection of Plante & Moran, PLLC as our registered independent public accounting firm for the currentfiscal year.

We will also transact any other business that may properly come beforethe meeting.

ShareholdersShareholders of record at the close of business on March 25, 2019,April 3, 2020 are entitled to notice of and to vote at the meeting and any adjournment of the meeting. The proxy statement and proxy are first being mailed to ChoiceOne shareholders on approximately April19, 2019.April16, 2020.

In light of the coronavirus pandemic (COVID-19), for the safety of all of our employees, directors and shareholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the Annual Meeting will be held in a virtual meeting format only, via live webcast, with no physical in-person meeting. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/COFS2020. You will use the 16-digit control number shown on your proxy card to access the virtual meeting. Additional information regarding attending the virtual meeting is included in the proxy statement. As always, we encourage you to vote your shares prior to theAnnual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2019:29, 2020:A complete set of proxy materials relating to our annual meeting and our annual report for the year ended December 31, 20182019 are available on the Internet at: www.choiceone.com/Internetat: www.choiceone.com/proxymaterials.

By Order of the Boardof Directors,

MaryAdom J. Greenland
Chief Operating OfficerJ. Johnson
and Secretary

April19, 2019April16, 2020

It is importantthat your shares be representedat themeeting.
Even if you expect toattendthe meeting,
PLEASE SIGN, DATE AND RETURNYOURPROXY PROMPTLY.

It is important that your shares be represented at the meeting. Evenif you expect to attend the meeting,
PLEASE SIGN, DATE AND RETURN YOURPROXY PROMPTLY. 

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CHOICEONE FINANCIAL SERVICES, INC.

109 East Division
Sparta,Sparta, Michigan 49345

ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 2019May 29, 2020

PROXY STATEMENT

Meeting Information

Time and Place of Meeting

You are invited to attend the annual meeting of shareholders of ChoiceOne Financial Services, Inc. that will be held on May 22, 2019, at Moss Ridge Golf Club, 13545 Apple Avenue, Ravenna, Michigan,29, 2020, at 11:00 a.m.local time.a.m. (local time in Sparta, Michigan). The annual meeting will be a virtual meeting conducted exclusively via live webcastatwww.virtualshareholdermeeting.com/COFS2020.

This proxy statement and the enclosed proxy are first being mailed to ChoiceOne shareholders on approximately April 19, 2019,16, 2020,in connection with the solicitation of proxies by ChoiceOne’s Board of Directors for use at the annual meeting. In this proxy statement, “we,” “us,” “our,” “ChoiceOne” and the “Company” refer to ChoiceOne Financial Services, Inc. and “you” and “your” refer toChoiceOne shareholders.

Attending the Virtual Meeting

In light of the coronavirus pandemic (COVID-19), for the safety of all of our employees, directors and shareholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the annual meeting will be held in a virtual meeting format only, via live webcast, with no physicalin-person meeting.

Shareholders may listen to and participate in the annual meeting atwww.virtualshareholdermeeting.com/COFS2020.You may log in to this website up to 30 minutes before the start of the annual meeting, and are encouraged to log in at least 15 minutes prior to the start of the annual meeting to ensure sufficient time to register and download the required software,if needed.

To access the annual meeting, you will use the 16-digit control number shown on your proxy card. Shareholders who access the annual meeting using this control number will have the same rights and opportunities to participate as they would in an in-person meeting, including the ability to vote. If you do not have your 16-digit control number, you will still be able to listen to the annual meeting, but you will not be able to vote or otherwise participate. As always, we encourage you to vote your shares prior to theAnnual Meeting.

Purpose of Meeting

The purpose of the annual meeting is to consider and vote upon the election of directors, advisory approval of the compensation of the Company’s named executive officers as disclosed in this proxy statement, an advisory vote to determine the frequency of future votes to approve the Company’s executive compensation, and the ratification of the selection of Plante & Moran, PLLC as our registered independent public accounting firm for the current fiscal year.Your Board of Directors recommends that you vote FOR each of the director nominees discussed in this proxy statement, FOR approval of the compensation of the Company’s named executive officers, ONE YEAR for the frequency of future votesto approve the Company’s executive compensation, and FOR ratification of the selectionof auditors.

How to Vote Your Shares

You may vote at the meeting if you were a shareholder of record of ChoiceOne common stock at the close of business on March 25, 2019.April 3, 2020. You are entitled to one vote per share of ChoiceOne common stock that you own on each matter presented at theannual meeting.

As of March 25, 2019,April 3, 2020, there were 3,618,6527,249,533 shares of ChoiceOne common stock issuedand outstanding.

Your shares will be voted at the annual meeting if you properly sign and return to us the enclosed proxy. If you specify a choice, your proxy will be voted as specified.If you do not specify a choice, your shares will be voted FOR each director nominee named in this proxy statement, FOR approval of the compensation of the Company’s named executive officers, ONE YEAR for the frequency of future votesto approve the Company’s executive compensation, and FOR ratification of the selection of auditors.If other matters are presented at the annual meeting, the individuals named in the enclosed proxy will vote your shares on those matters in their discretion. As of the date of this proxy statement, we do not know of any other matters to be considered at theannual meeting.

You may revoke your proxy at any time before it isexercised by:

•delivering written notice of revocation to the Secretary of ChoiceOne prior tothe meeting;

•by delivering a proxy bearing a later date than the proxy you wish to revoke prior to themeeting; or

•attending and voting in persononline at theannual meeting.

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Who Will Solicit Proxies

Directors, officers and employees of ChoiceOne, and of ChoiceOne Bank and Lakestone Bank & Trust (referred to collectively as the “Bank”“Banks”), will initially solicit proxies by mail. They also may solicit proxies in person, by telephone or by other means, but they will not receive any additional compensation for these efforts. Nominees, trustees and other fiduciaries who hold stock on behalf of beneficial owners of ChoiceOne common stock may communicate with the beneficial owners by mail or otherwise and may forward proxy materials to and solicit proxies from the beneficial owners. ChoiceOne will pay all expenses related tosoliciting proxies.

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Required Vote and Quorum

Election of Directors. A plurality of the shares voting at the annual meeting is required to elect directors. This means that if there are more nominees than director positions to be filled, the nominees for whom the most votes are cast will be elected. In counting votes on the election of directors, abstentions, broker non-votes and other shares not voted will not be counted as voted, and the number of shares of which a plurality is required will be reduced by the number of sharesnot voted.

Advisory Approval of Executive Compensation.Compensation. The advisory vote on executive compensation will be approved on an advisory basis if a majority of the shares that are voted on the proposal at the meeting are voted in favor of approval. Abstentions, broker non-votes and other shares that are not voted on the proposal in persononline at the annual meeting or by proxy will not be included in the vote count to determine if a majority of shares voted on this proposal voted in favoroffavor of approval.

Advisory Approval of Frequency of Votes to Approve the Company’s Executive Compensation. The proposal that receives the most votes—once every one year, two years or three years—will be approved on an advisory basis. Abstentions, broker non-votes and other shares that are not voted on the proposal in person or by proxy will not be included in the vote count to determine which proposal receives themost votes.

Each of the votes on the proposals for approval of the Company’s executive compensation and frequency of future votes to approve the Company’s executive compensation areis advisory and will not be binding on the Company, the Board of Directors or the Personnel and Benefits Committee. However, the Board of Directors and Personnel and Benefits Committee value the opinions of our shareholders and will review the voting results and take them into consideration when making future decisions regarding executive compensation and when determining the frequency of future votes to approve the Company’sexecutiveregardingexecutive compensation.

Ratification of Independent Auditors.Auditors. The ratification of the selection of Plante & Moran, PLLC as our independent auditors for the current fiscal year will be approved if a majority of the shares that are voted on the proposal at the meeting are voted in favor of ratification. Abstentions broker non-votes and other shares that are not voted on the proposal in persononline at the annual meeting or by proxy will not be included in the vote count to determine if a majority of shares voted in favor ofthis proposal.

Required Vote for Other Matters.Matters. We do not know of any other matters to be presented at the meeting. Generally, any other proposal to be voted on at the meeting would be approved if a majority of the shares that are voted on the proposal at the meeting are voted in favor of the proposal. Abstentions, broker non-votes and other shares that are not voted on the proposal in persononline at the annual meeting or by proxy will not be included in the vote count to determine if a majority of shares voted on the proposal voted in favorof approval.

Quorum.Quorum. A majority of the shares entitled to vote at the annual meeting must be present online or represented at the meeting to constitute a quorum. To determine whether a quorum is present, we will include shares that are present online or represented by proxy, including abstentions and shares represented by a broker non-vote onany matter.

Election of Directors

The Board of Directors presently consists of 914 individuals divided into three classes. Each class of directors is as equal as possible in number and serves for a three-year term of office. The term of office of one class of directors expires at the annual meeting each year. An individual may not continue to serve on the Board of Directors after he or she becomes 70years72years old.

ChoiceOne’s Restated ArticlesEffective October 1, 2019, pursuant to the Agreement and Plan of Incorporation provide that each of the Company’s three classes of directors consist of, as nearly as possible, one-third of the total number of directors constituting the entire Board of Directors. EffectiveMerger dated March 22, 2019 Raymond A. Lanning(the “Merger Agreement”) by and between ChoiceOne Financial Services, Inc. (“ChoiceOne”) and County Bank Corp. (“County”), County was merged with and into ChoiceOne, with ChoiceOne as the surviving corporation in the merger (the “Merger”). Pursuant to the Merger Agreement and effective as of the effective time of the Merger, ChoiceOne’s board of directors is comprised of seven persons designated by ChoiceOne and seven persons designated by County. Effective as of the effective time of the Merger, Greg L. Armock and Bradley F. McGinnis resigned from the Company’s Board of Directors, and the size of the Board of Directors has accordingly been reduced from ten members to nine members. In order to assure proper apportionment of the Company’s directors among the three classes, the Board of Directors has determined to nominate director James A. Bosserd as a director with a term to expire at the 2022 annual meeting of shareholders. Mr. Bosserd currently serves as a director with a term to expire at the 2021 annual meetingof shareholders.ChoiceOne’s boardof directors.

Following recommendation by the Governance and Nominating Committee, the Board of Directors proposes that the following nominees be elected as directors for terms expiring at the annual meeting of shareholders to be heldin 2022:2023:

James A. BosserdKeith D. Brophy
Nels W. Nyblad
KellyMichael J. PotesBurke, Jr.
David H. Bush
Jack G. Hendon

Each proposed nominee currently serves as a director of ChoiceOne. The proposed nominees are willing to be elected and serve as directors. If a nominee is unable to serve or is otherwise unavailable for election – which we do not anticipate – the incumbent Board of Directors may or may not select a substitute nominee. If a substitute nominee is selected, your proxy will be voted for the person so selected. If a substitute nominee is not selected, your proxy will be voted for the election of the remaining nominees. No proxy will be voted for a greater number of persons than the number ofnominees named.

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ChoiceOne’s Board of Directors and Executive Officers

Biographical information is presented below concerning the nominees for director, current directors whose term of office will continue after the annual meeting and ChoiceOne’s executive officers. The biographical information for each nominee and director includes the experiences, qualifications, attributes or skills that caused the Governance and Nominating Committee and the Board of Directors to determine that the person should continue to serve as a director for the Company. All of the directors of ChoiceOne also serve as directors of the Bank.either ChoiceOne Bank or Lakestone Bank & Trust. Except as otherwise indicated, each nominee, current director and executive officer has had the same principal employment for overfive years.

Nominees for Election as Directors with Terms Expiring in 20222023

James A. BosserdKeith D. Brophy (age 69) has been a director of ChoiceOne and the Bank since he was appointed to those boards in April 2001. Mr. Bosserd served as Chief Executive Officer of ChoiceOne and the Bank from April 2001 until his retirement on June 1, 2016, and served as President of ChoiceOne and the Bank from April 2001 to June 2015. Mr. Bosserd was President of ChoiceOne Insurance Agencies, Inc. from April 2001 until June 2016. Prior to joining ChoiceOne and the Bank, Mr. Bosserd was Senior Vice President-Retail Group Manager with Huntington National Bank, a commercial bank, since October 1997 and Senior Vice President-Private Banking Manager with Huntington National Bank since April 1999. Mr. Bosserd also served as President and Chief Executive Officer of FMB State Savings Bank, a commercial bank in Lowell, Michigan, from 1992 through 1997. Mr. Bosserd is a director and former member of the compensation committee of the United Methodist Finance Authority. He is a former director of the Sparta Downtown Development Authority, Wolverine World Wide YMCA, and Community Bankers of Michigan (CBM, formerly MACB), and a former member of CBM’s audit committee. Mr. Bosserd has over 24 years of experience serving in senior executive positions at West Michigan banks, including service as ChoiceOne’s President for fourteen years and Chief Executive Officer for fifteen years. Mr. Bosserd is qualified for service as a continuing director by virtue of his extensive knowledge and expertise regarding ChoiceOne’s markets, competitors, customers, employees, business operationsand strategies.

Nels W. Nyblad (age 65) owns Nels Nyblad Family Farm LLC. Mr. Nyblad is also a director of Nyblad Orchards, Inc., Rossroy Enterprises, Nyblad Properties Grand Traverse, LLC, and Nyblad Farms, and former director of Michigan Agricultural Cooperative Marketing Association, Inc. and Cherry Growers Inc. Mr. Nyblad has been a director of ChoiceOne and the Bank since June 2008. Mr. Nyblad is qualified for service as a continuing director by virtue of his substantial business, agricultural, and entrepreneurial experience and experience as a director of severalMichigan businesses.

Kelly J. Potes(age 57) has been the Chief Executive Officer of ChoiceOne and the Bank since June 1, 2016 as well as the President and a director of ChoiceOne and the Bank since June 2015. Mr. Potes has served as President of ChoiceOne Insurance Agencies, Inc. since June 2016, and formerly served as Senior Vice President and General Manager of ChoiceOne Insurance Agencies, Inc. from January 2001 until June 2016 and Senior Vice President of the Bank from January 2011 until June 2015. Prior to that, Mr. Potes was President of Kent-Ottawa Financial Advisors, Inc., a financial consulting firm, from 1998 to 2001 and Vice President, Retail Services of the Bank from 1984 to 1998. He is a director of ChoiceOne Insurance Agencies, Inc., Sparta Downtown Development Authority, Wolverine World Wide YMCA, Michigan Community Bankers Service Company, and Urban Transformation Ministries. Mr. Potes formerly served as a Trustee of the Sparta Board of Education and director of West Michigan United Methodist Church Board of Pension and Health. Mr. Potes is qualified for service as a continuing director by virtue of his extensive knowledge and expertise regarding ChoiceOne’s markets, competitors, customers, employees, business operationsand strategies.

Your Board of Directors and Governance and Nominating Committee, which consists entirely of independent directors,
recommend that you vote FOR the election of all nominees as directors.

Continuing Directors with Terms Expiring in 2021

Greg L. Armock (age 49) is the owner and president of Armock Mechanical Contractors, Inc., a provider of commercial HVAC, ventilation, plumbing, refrigeration and fabrication services. Mr. Armock is also an owner in multiple limited liability companies and investments. Mr. Armock was appointed a director of ChoiceOne and the Bank in January 2018. Mr. Armock is qualified for service as a continuing director by virtue of his substantial business and entrepreneurial experienceand skills.Ch

Paul L. Johnson (age 69) is the owner and retired President of Falcon Resources, Inc. in Belmont, Michigan, a sales, engineering and design firm for the automotive and furniture industries. Mr. Johnson was appointed as Chairman of the Board of Directors of ChoiceOne and the Bank in December 2013, served as Vice Chairman from July 2013 until December 2013, and has been a director of ChoiceOne and the Bank since July 1999. Mr. Johnson has been a director of ChoiceOne Insurance Agencies, Inc. from November 2000 through December 2006. Mr. Johnson is qualified for service as a continuing director by virtue of his extensive business and entrepreneurial experience and skills, including eighteen years of experience as a director of ChoiceOne and the Bank. Mr. Johnson also has significant knowledge of and experience with the markets and customers thatwe serve.

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Roxanne M. Page(age 49) is a Certified Public Accountant and Partner with Beene Garter, LLP, an independently owned accounting and consulting firm. Ms. Page was appointed as Vice Chairman of the Board of Directors of ChoiceOne and the Bank in December 2013 and has been a director of ChoiceOne and the Bank since August 2010. Ms. Page is also a director of Bossingham Resort Association, Inc. and served as a director for the Wolverine World Wide YMCA Advisory Board until 2013. Ms. Page is qualified for service as a continuing director by virtue of her substantial accounting and finance expertiseand experience.

Continuing Directors with Terms Expiring in 2020

Keith D. Brophy (age 56) was appointed a director of ChoiceOne and theoiceOne Bank in October 2014. Mr. Brophy assumed the role of Director of the Emergent Holdings Inc. Business Lab in February 2018 and serves as an adjunct professor at Grand Valley State University. He was the State Director and Chief Executive Officer of the Michigan Small Business Development Center from March 2015 until February 2018, was previously the Chief Executive Officer of Ideomed, Inc., a health care technology firm, until February 2015, held executive positions with RCM Technologies and Nusoft Solutions, and was co-founder and Chief Executive Officer of technology firm Sagestone Consulting prior to that. Mr. Brophy also serves as a director and member of the compensation committee of Greatland Corporation, and as a director of the West Michigan Center for Arts and Technology. Mr. Brophy serves on advisory boards for the Grand Rapids SmartZone Local Finance Development Authority, the University of Michigan MTRAC Life Sciences Fund, the University of Michigan Monroe-Brown Seed Fund, FSU Ecommerce, and Meghan’s Army. He is a member and owner in LifeinLife Touch 2 LLC, and previously served on other for-profit and non-profit boards in the community, including the Frederick Meijer Gardens and Sculpture Park, the State of Michigan Small Business Development Center, and the Trivalent advisory boards. Mr. Brophy is qualified for service as a continuing director by virtue of his entrepreneurial, technology, andexecutive experience.

Michael J. Burke, Jr. (age 49) was appointed as a director of ChoiceOne and as the President of ChoiceOne as of October 1, 2019. Mr. Burke also serves as a director and the President and Chief Executive Officer of Lakestone Bank & Trust. Mr. Burke received his Bachelor of Business Administration and Finance degree from the University of Michigan-Flint in 2004.He is a lifelong banker, starting out as a part time teller and working his way up to his current position. Mr. Burke became the President of Lakestone Bank & Trust following the merger of County Bank Corp. (parent company of Lapeer County Bank and Trust) and Capac Bancorp Inc. (parent company of CSB Bank) in 2016. He added the title of CEO in 2019. Prior to the merger, he was President and CEO of CSB Bank since 2012. Before moving to CSB, Mr. Burke worked for predecessor banks in the Flint area and JPMorgan Chase & Co., which involved him managing a team of business bankers that covered three counties in Michigan, including Lapeer County. Mr. Burke is actively involved in the Community Bankers of Michigan organization, including serving in officer positions, which allows him to interact and collaborate with executives from other Michigan banks. He nationally serves on a committee for the Independent Community Bankers of America. Mr. Burke supports the community in which he lives and works by serving on several public boards. He is currently a member of the Lapeer Development Corporation, the Capac Downtown Development Authority, the Friends of the Lapeer County Historic Courthouse and U of M Club of Greater Flint among others. Mr. Burke is qualified for service as a continuing director by virtue of his extensive institutional and banking background, and his knowledge and expertise regarding area markets, competitors, customers, employees, business operationsand strategies.

David H. Bush (age 69) was previously an optometrist, having retired in 2002. He received his Bachelor of Science and Doctor of Optometry degrees from Pennsylvania College of Optometry. Dr. Bush was appointed as a director of ChoiceOne on October 1, 2019. Dr. Bush previously served as director of County Bank Corp, parent company of Lakestone Bank & Trust, since 1987. While a director of County Bank Corp, Dr. Bush served as Chairman of the Compensation Committee as well as member of the Capital, Executive, Insurance, Nominating, Risk and Loan committees. Dr. Bush is presently a member of Metamora 8 LLC, Metamora Properties LLC, and Wild Cherry Properties LLC. Dr. Bush has served on the boards for the Lapeer Economic Corporation and the Tax Increment Finance Authority. He is also past president of Big Brother Big Sisters of Lapeer County and past member of the Kiwanis Club of Lapeer.Dr. Bush is qualified for service as a continuing director by virtue of his 32 years of experience as an outside bank director, knowledge of retail business and land development and continuedcommunity service.

Jack G. Hendon (age 63)64) is a Certified Public Accountant, Co-Founder, and Partner with H&S Companies, PC, an independently owned accounting and consulting firm. Mr. Hendon is also a partner in HS&C Group LLC, H&S Plaza LLC, H&S Land Company LLC, and Brite Eyes Brewing LLC. Mr. Hendon has been a director of ChoiceOne and theChoiceOne Bank since August 2013. Mr. Hendon serves as a director and audit committee member of the Newaygo Area Promise Zone and is a former director and audit committee chair of Fremont Michigan Insuracorp, which was a Securities and Exchange Commission (“SEC”) reporting company. Mr. Hendon is qualified for service as a continuing director by virtue of his substantial accounting and finance expertise and experience and his experience as a director of an SECreporting company.

Bradley F. McGinnisYour Board of Directors and Governance and Nominating Committee, which consists entirely of independent directors,
recommend that you vote FOR the election of all nominees (age 47) was appointed as directors.

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Continuing Directors with Terms Expiring in 2022

James A. Bosserd(age 70) has been a director of ChoiceOne and ChoiceOne Bank since he was appointed to those boards in April 2001. Mr. Bosserd served as Chief Executive Officer of ChoiceOne and ChoiceOne Bank from April 2001 until his retirement onJune 1, 2016, and served as President of ChoiceOne and ChoiceOne Bank from April 2001 to June 2015. Mr. Bosserd was President of ChoiceOne Insurance Agencies, Inc. from April 2001 until June 2016. Prior to joining ChoiceOne and ChoiceOne Bank, Mr. Bosserd was Senior Vice President-Retail Group Manager with Huntington National Bank, a commercial bank, since October 1997 and Senior Vice President-Private Banking Manager with Huntington National Bank since April 1999. Mr. Bosserd also served as President and Chief Executive Officer of FMB State Savings Bank, a commercial bank in Lowell, Michigan, from 1992 through 1997. Mr. Bosserd is a director and former member of the Bank on Octobercompensation committee of the United Methodist Finance Authority. He is a former director of the Sparta Downtown Development Authority, Wolverine World Wide YMCA, and Community Bankers of Michigan (CBM, formerly MACB), and a former member of CBM’s audit committee. Mr. Bosserd has over 24 2018 to fill the vacancy left by Dennis C. Nelson after his retirement.years of experience serving in senior executive positions at West Michigan banks, including service as ChoiceOne’s President for 14 years and Chief Executive Officer for 15 years. Mr. McGinnis is the owner and president of Mega Wall Corporation, a company that specializes in manufacturing and distribution of patented display systems, an Owner of KMJ Ventures, LLC, a real estate holding company, and an Owner of McGinnis & Associates, Inc., a company that brokers wood veneer products. Mr. McGinnisBosserd is qualified for service as a continuing director by virtue of his extensive knowledge and expertise regarding ChoiceOne’s markets, competitors, customers, employees, business operationsand strategies.

Eric E. “Rick” Burrough (age 55) was appointed as a director of ChoiceOne on October 1, 2019. Mr. Burrough previously served as director of County Bank Corp, parent company of Lakestone Bank and Trust, since 2009. While a director of County Bank Corp., Mr. Burrough served on the Nominating, Risk, M&A, Trust, Compensation and Loan committees. Since 1990, Mr. Burrough has been owner and president of Michigan Web Press, a commercial printing company with operations in Davisburg, Michigan and Greenville, Michigan. Since its founding in 2003, he has also been owner and president of JAMS Media / View Newspaper Group, publishers of19 community papers in Michigan. Collectively, Mr. Burrough’s companies employ approximately 300 individuals. Both individually and through his businesses, Mr. Burrough has been an ardent supporter of the Lapeer community through volunteerism, advocacy,in-kind donations and monetary sponsorships of local organizations and events. Mr. Burrough is a member of the Lapeer Optimist Club and the Lapeer Elks Club. He currently serves as a director on the boards of McLaren-Lapeer Region, McLaren-Lapeer Region Foundation, Lapeer County Community Foundation and the Lapeer Economic Club. He is a 2016 inductee of the Lapeer High School Alumni Association Distinguished Alumni Hall of Honor. Mr. Burrough is qualified for service as a continuing director by virtue of his 11 years of experience as an outside bank director, his extensive experience in business and hiscommunity leadership.

Bruce J. Cady (age 67) was appointed as a director of ChoiceOne as of October 1, 2019. Mr. Cady began his banking career in 1975 with National Bank of Detroit after graduating from the University of Arizona with a Business Administration degree. After stops at First of America and National City, he joined Lapeer County Bank & Trust Co. in 1999 as a senior lender. Mr. Cady was promoted to Executive Vice President and appointed to the Bank’s board in 2002. He was named President of Lapeer County Bank & Trust Co. in 2005 and added the title of CEO in 2006. Following the merger of Lapeer County Bank & Trust Co. with CSB Bank in 2016 to form Lakestone Bank & Trust, Mr. Cady was named Chairman & CEO. Mr. Cady was appointed as a director of ChoiceOne on October 1, 2019. Mr. Cady previously served as chairman of County Bank Corp, parent company of Lakestone Bank & Trust, since 2002. While a chairman of County Bank Corp, he served as a member of the Capital, Executive, Insurance, Investment, Nominating, Risk, Trust and Loan committees. In 2018, Mr. Cady was named the Community Banker of the Year by Community Bankers of Michigan. Following Mr. Cady’s retirement from Lakestone Bank & Trust in 2019, he continues to serve as chairman of Lakestone Bank & Trust. Active in the community, Mr. Cady has served as chair or director in a wide range of municipal, civic and professional organizations in Lapeer, including the I-69 Regional Development Corporation, The Chatfield School, Michigan Bankers Association, Lapeer Area Chamber of Commerce, City of Lapeer TIFA, the Lapeer Economic Club and the Lapeer Rotary Club. He was previously Trustee for the Robert M. Perry School of Banking (MBA). He is known as a key member of the committee that brought Emergency 911 Dispatch to Lapeer County and assisted in the creation of the City of Lapeer Community Center. Mr. Cady currently serves as Chairman of the Lapeer Development Corporation, and member of the City of Lapeer DDA, the Lapeer Development Corporation Revolving Loan Fund and the I-69 Regional Development Corporation.Mr. Cady is qualified for service as a continuing director by virtue of his extensive expertise in business and banking, as well as his institutional knowledge and experience as an inside bank director for18 years.

Nels W. Nyblad (age 66) owns Nels Nyblad Family Farm LLC. Mr. Nyblad is also a director of Nyblad Orchards, Inc., Rossroy Enterprises, Nyblad Properties Grand Traverse, LLC, and Nyblad Farms, and former director of Michigan Agricultural Cooperative Marketing Association, Inc. and Cherry Growers Inc. Mr. Nyblad has been a director of ChoiceOne and ChoiceOne Bank since June 2008. Mr. Nyblad is qualified for service as a continuing director by virtue of his substantial business, agricultural, and entrepreneurial technology, andexecutiveexperience and experience as a director of severalMichigan businesses.

Kelly J. Potes (age 58) has been the Chief Executive Officer of ChoiceOne, and the President and Chief Executive Officer of ChoiceOne Bank, since June 1, 2016 as well as a director of ChoiceOne and ChoiceOne Bank since June 2015. Mr. Potes also served as the President of ChoiceOne from June 2015 until October 1, 2019. Mr. Potes has served as President of ChoiceOne Insurance Agencies, Inc. since June 2016, and formerly served as Senior Vice President and General Manager of ChoiceOne Insurance Agencies, Inc. from January 2001 until June 2016 and Senior Vice President of ChoiceOne Bank from January 2011 until June 2015. Prior to that, Mr. Potes was President of Kent-Ottawa Financial Advisors, Inc., a financial consulting firm, from 1998 to 2001 and Vice President, Retail Servicesof ChoiceOne Bank from 1984 to 1998. He is a director of ChoiceOne Insurance Agencies, Inc., Sparta Downtown Development Authority, Wolverine World Wide YMCA, Michigan Community Bankers Service Company, and Urban Transformation Ministries.Mr. Potes formerly served as a Trustee of the Sparta Board of Education and director of West Michigan United MethodistChurch Board

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of Pension and Health. Mr. Potes is qualified for service as a continuing director by virtue of his extensive knowledge and expertise regarding ChoiceOne’s markets, competitors, customers, employees, business operationsand strategies.

Continuing Directors with Terms Expiring in 2021

Harold J. Burns(age 53)was appointed as a director of ChoiceOne as of October 1, 2019. Mr.Burns is a Certified Public Accountant, a Certified Management Accountant and a Chartered Global Management Accountant. Mr. Burns has been a Partner with UHY LLP and Managing Director with UHY Advisors MI, Inc. for nearly 20 years. He is a leader of the Audit and Assurance Department and ERISA Audit Practice. He is also the chairperson for the firm’s National Health Care Practice and Executive committee member for the Michigan region. He received his Bachelor of Business Administration in Accounting from Walsh College. Mr. Burns was appointed as a director of ChoiceOne on October 1, 2019. Mr. Burns previously served as director of County Bank Corp, parent company of Lakestone Bank & Trust, since 2016. While a director of County Bank Corp, Mr. Burns served as Vice-Chairman of the Audit Committee as well as member of the Compensation, Investment, Nominating, Risk and Loan committees. Prior to that, he served as director of Capac Bancorp Inc., parent company of CSB Bank, since 2011. Mr. Burns currently serves as treasurer for Serving Macomb and multiple political campaign committees. He is also an audit and budget committee member for the Archdiocese of Detroit. Mr. Burns previously served as President and board member of the SC4 Foundation and has served on numerous other for-profit and non-profit boards in the community, including the Community Foundation of St. Clair County, St. Clair County RESA, Memphis Community Schools, and the McLaren Macomb Healthcare Foundation. Mr. Burns is qualified for service as a continuing director by virtue of his substantial public company auditing, accounting, finance and business consulting expertise and experience in a wide variety of industries, in addition to his nine years of experience as an outsidebank director.

Patrick A. Cronin (age 66)was appointed as a director of ChoiceOne as of October 1, 2019. He has been a State Farm Insurance Agent in Lapeer, Michigan since 1974. Mr. Cronin received his Marketing and Business degree from Mott Community College. Mr. Cronin was appointed as a director of ChoiceOne on October 1, 2019. Mr. Cronin previously served as director of County Bank Corp, parent company of Lakestone Bank & Trust, since 1993. While a director of County Bank Corp, Mr. Cronin served as chairman of the Insurance Committee as well as member of the Audit, Compensation, Nominating and Loan committees. Mr. Cronin is past president and chairman of numerous organizations in Lapeer County, including the Mayfield Township Airport Board, City of Lapeer Downtown Development Authority, Big Brothers Big Sisters of Lapeer County, Lapeer County Hockey Association, Lapeer Optimist Club and the Gus Macker Basketball Lapeer. Mr. Cronin is qualified for service as a continuing director by virtue of his 27 years of experience as an outside bank director, and his business andinsurance expertise.

Paul L. Johnson (age 70) is the owner and retired President of Falcon Resources, Inc. in Belmont, Michigan, a sales, engineering and design firm for the automotive and furniture industries. Mr. Johnson was appointed as Chairman of the Board of Directors of ChoiceOne and ChoiceOne Bank in December 2013, served as Vice Chairman from July 2013 until December 2013, and has been a director of ChoiceOne and ChoiceOne Bank since July 1999. Mr. Johnson has been a director of ChoiceOne Insurance Agencies, Inc. from November 2000 through December 2006. Mr. Johnson is qualified for service as a continuing director by virtue of his extensive business and entrepreneurial experience and skills, including 18 years of experience as a director of ChoiceOne and ChoiceOne Bank. Mr. Johnson also has significant knowledge of and experience with the markets and customers thatChoiceOne serves.

Gregory A. McConnell (age 59)was appointed as a director of ChoiceOne as of October 1, 2019. He was previously a State Farm Insurance Agent and retired from that position in 2017. He received his bachelor’s degree from Ferris State University. Mr. McConnell was appointed as a director of ChoiceOne on October 1, 2019. Mr. Connell previously served as director of County Bank Corp, parent company of Lakestone Bank & Trust, since 2016. Prior to that, he served as Chairman of Capac Bancorp Inc., parent company of CSB Bank, since 1992. While a director of County Bank Corp, Mr. McConnell served as Chairman of the Compensation Committee as well as member of the Executive, Insurance, Investment, Nominating, Trust and Loan committees. Mr. McConnell currently serves on theSt. Clair County RESA School Board and as a St. Clair County Commissioner. He was past chairman of the Capac Downtown Development Authority. Mr. McConnell is qualified for service as a continuing director by virtue of his substantial business and insurance experience and his involvement and 28 years of experience as an outside bank director and past communitybank chairman.

Roxanne M. Page (age 50) is a Certified Public Accountant and Partner with Beene Garter, LLP, an independently owned accounting and consulting firm. Ms. Page has served as Vice Chairman of the Board of Directors of ChoiceOne Bank since December 2013 and has been a director of ChoiceOne and ChoiceOne Bank since August 2010.Ms. Page served as Vice Chairman of the Board of Directors of ChoiceOne from December 2013 until October 1, 2019. Ms. Page is also a director of Bossingham Resort Association, Inc. and served as a director for the Wolverine World Wide YMCA Advisory Board until 2013. Ms. Page isqualified for service as a continuing director by virtue of her substantial accounting and finance expertiseand experience.

Executive Officers who are not Directors

Peter Batistoni(age 54) has been Senior Lender since December 2018, a Senior Vice President since December 2016, a Vice President Commercial Loan Manager since December 2010, and a Commercial Loan Officer since July 2007 with Lakestone Bank & Trust. Prior to his employment with Lakestone Bank & Trust he was employed with Citizens State Bank, Fifth Third Bank (formerly Old Kent Bank), Comerica Bank, D&N Bank and First National Bank ofMacomb County

Lee A. Braford (age 58)(age 59) has been a Senior Vice President since January 2012, a Vice President of theChoiceOne Bank in Business Development since September 2001, and an executive officer since January 2011. He currently serves as Chief Credit Officer.CreditOfficer. Mr.

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Braford was also employed by theChoiceOne Bank from 1980 to 1997. Mr. Braford serves on the board of the Sparta Community Foundation, previously as its chairman, and previously served on the board of RavennaBaptist Church.

Shelly M. Childers(age 57) has been Chief Information Officer since 2016, Senior Vice President since 2010, Vice President and Director of Information Technology since 2008, Data Processing Officer since 1994, Data Processing Manager since 1989, Loan Documentation Clerk since 1986 and Teller since 1985 with Lakestone Bank & Trust.  Ms. Childers attended the University of Iowa for pre-physical therapy, then transferred to the University of Michigan and graduated with a Bachelor of Business Administration and Financein 1994.

Steven M. DeVolder(age 60) has been a Senior Vice President and Senior Trust Officer with Lakestone Bank & Trust since July 2019. Mr. DeVolder started at Lakestone Bank & Trust in November 2018 as a Vice President and Trust Officer. Mr. DeVolder currently manages the Wealth Management Department of Lakestone Bank & Trust. Prior to his employment with Lakestone Bank & Trust,Mr. DeVolder was employed by J.P. Morgan Chase Bank as a Vice President, Trust Officer for 15 years inSoutheast Michigan.

Adom J. Greenland (age 38)(age 39), a Certified Public Accountant, has been a Senior Vice President of theChoiceOne Bank since November 2015 and a Vice President of theChoiceOne Bank since 2013. He currently serves as Secretary and Chief Operating Officer. PriorPrior to his employment with ChoiceOne, Mr. Greenland was a Senior Manager with PricewaterhouseCoopers, a global accounting andconsulting firm.

Bradley A. Henion (age 49)(age 50) has been a Senior Vice President and Chief Lending Officer of theChoiceOne Bank since November 2015. Prior to his employment with ChoiceOne, Mr. Henion was Market President of First Community Bank, formerly Select Bank, in Grand Rapids, Michigan. Prior to that, he worked with Greenstone Farm Credit Services and Bank of America, formerlyLaSalle Bank.

Mary J. Johnson (age 55) has been a Senior Vice President and Cashier of the Bank since December 2010 and a Vice President of the Bank since September 1998. Prior to that, Ms. Johnson was employed by the Bank in April 1985, serving in various management and executive capacities since April 1993. Ms. Johnson was appointed Secretary of ChoiceOne and the Bank in April 2011 and has been a director of ChoiceOne Insurance Agencies, Inc. since January 2011. Ms. Johnson serves as an officer of Johnson & Johnson Builders, Inc., a construction company. Ms. Johnson also serves as a director of the Sparta Chamberof Commerce.

Thomas L. Lampen (age 63)64), a Certified Public Accountant, has been a Senior Vice President of theChoiceOne Bank since December 2011, Chief Financial Officer of theChoiceOne Bank since January 1992 and Treasurer of ChoiceOne since April 1987. Mr. Lampen has been the Treasurer of ChoiceOne Insurance Agencies, Inc. since January 1996. Prior to his employment with ChoiceOne, Mr. Lampen was employed by Grant Thornton, a nationalaccounting firm.

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Advisory Approval of Executive Compensation

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (the “Act”), shareholders may cast an advisory vote on the approval of the compensation of the Company’s named executive officers as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules. The Company has designed its executive compensation programs to attract, motivate, reward, and retain senior management talent, and to encourage senior management to manage the Company to achieve our corporate objectives and increase shareholder value through long-term profitable growth. The Personnel and Benefits Committee, which consists entirely of independent directors, oversees the compensation of the Company’s named executive officers. The Personnel and Benefits Committee believes that the Company’s compensation programs are appropriate for the Company taking into account such factors as the size of the Company and theChoiceOne Bank, the market for executive talent in which we compete, and the Company’s short-term and long-term strategic objectives. The Personnel and Benefits Committee believes that the Company’s compensation programs strike an appropriate balance between incentivizing growth while not encouraging excessive risk-taking. For these reasons, we are recommending that our shareholders vote “FOR” the adoption of thefollowing resolution:

RESOLVED, that the shareholders of ChoiceOne Financial Services, Inc. (the “Company”) approve the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 20192020 Annual Meeting of Shareholders under the heading entitled“Executive Compensation.”

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy and programs described in thisproxy statement.

The vote is not binding on the Company, the Board of Directors or the Personnel and Benefits Committee. However, the Board of Directors and Personnel and Benefits Committee value the opinions of our shareholders and will take the results of the vote into consideration when making future decisions regardingexecutive compensation.

The Company’s current policy is to provide shareholders with an opportunity to approve the compensation of the named executive officers each year at the annual meeting of shareholders. The next such vote will occur at the 20202021 annual meetingof shareholders.

Your Board of Directors and Personnel and Benefits Committee, which consists entirely of independent directors,
recommend that you vote FOR the approval of the compensation of the Company’s named executive officers.

Advisory Vote on the Frequency of Future Votes to Approve the Company’s Executive Compensation

In accordance with the requirements of the Act, we are asking our shareholders to cast an advisory vote on how frequently we should hold future votes to approve the Company’s executive compensation. By voting on this proposal, shareholders may indicate whether they would prefer a shareholder vote to approve the Company’s executive compensation once every year, once every two years or once every three years. Shareholders may also abstain from voting onthis matter.

The Board of Directors has decided to recommend that shareholders vote in favor of holding a shareholder vote to approve the Company’s executive compensation every year. The Board supports an annual advisory vote because we believe that this will provide our shareholders with an ongoing, consistent and timely means of providing input regarding our executive pay programs. The frequency—one year, two years or three years—that receives the greatest number of votes will be considered to have been approved by the shareholders. This vote is advisory and is not binding on the Company, the Board of Directors or the Personnel and Benefits Committee. However, the Board of Directors and the Personnel and Benefits Committee values the opinions of our shareholders and will take them into consideration when making future decisions regarding the frequency of future shareholder advisory votes onexecutive compensation.

Your Board of Directors and Personnel and Benefits Committee, which consists entirely of independent directors,
recommends that you vote ONE YEAR for the frequency of the vote to approve the Company’s executive compensation.

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Ratification of the Selection of Independent Registered Public Accounting Firm

ChoiceOne’s Audit and Compliance/CRA Committee (“Audit Committee”) has approved the selection of Plante & Moran, PLLC as the Company’s independent registered public accounting firm to audit the financial statements of ChoiceOne and its subsidiaries for 2019,2020, and to perform such other appropriate accounting services as may be approved by the Audit Committee. The Audit Committee and the Board of Directors propose and recommend that shareholders ratify the selection of Plante & Moran, PLLC to serve as the Company’s independent auditors for the year ending December 31, 2019.2020. More information concerning the relationship of the Company with its independent auditors appears below under the headings “Audit Committee,” “Independent Registered Public Accounting Firm,” and “AuditCommittee Report.”

If the shareholders do not ratify the selection of Plante & Moran, PLLC, the Audit Committee will consider a change in auditors for thenext year.

Your Board of Directors and Audit Committee, which consists entirely of independent directors,
recommend that you vote FOR ratification of the selection of Plante & Moran, PLLC as our independent auditors for 2019.2020.

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Corporate Governance

Independence

The Board of Directors has determined that the following 811 of its 10its 14 directors who served during 20182019 are “independent” directors as of December 31, 2019 as defined by the rules of the SEC and the NasdaqListing Rules:

GregL. ArmockJamesA. Bosserd

KeithD. Brophy

HaroldJ. Burns

EricE. Burrough

DavidH. Bush

PatrickA. Cronin

JackG. Hendon

PaulL. Johnson

RaymondA. Lanning*

BradleyF. McGinnisGregoryA. McConnell

NelsW. Nyblad

RoxanneM. Page

In making this determination, the Board of Directors considered all ordinary course loans and other business transactions between the directorsand ChoiceOne.

* Mr. Lanning resigned from the Board of Directors effective as of March22, 2019.

Committees of the BoardBoard of Directors

The Board of Directors has established the following fivestandingfollowingstanding committees:

•Audit andCompliance/CRA Committee

•Executive and LoanReview Committee

•Governance andNominating Committee

•Personnel andBenefits Committee

•Asset/Liability andRisk Committee

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Audit and Compliance/CRA Committee.The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee oversees the financial reporting and accounting processes of ChoiceOne. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent public accounting firm and reviews its fees for audit and non-audit services and the scope and results of audits performed by it. The Audit Committee also reviews ChoiceOne’s internal accounting controls, the proposed form of its financial statements, the results of internal audits and compliance programs, and the results of the examinations received from regulatory authorities. The Audit Committee operates pursuant to a written charter, which was adopted by the Board of Directors. A current copy of the Audit Committee charter can be found in the Investor Relations section of ChoiceOne’s website at www.choiceone.com.www.choiceone.com. As of the date of this proxy statement, Roxanne M. Page (Chairperson), Keith D. Brophy, Harold J. Burns, Patrick A. Cronin, Jack G. Hendon, and Bradley F. McGinnisGregory A. McConnell serve on the Audit Committee. ChoiceOne has designated Ms. Page as an audit committee financial expert as defined by rules of the SEC. AllSEC.All of the members of the Audit Committee are “independent” directors as defined by the rules of the SEC and Nasdaq Listing Rules. InRules.In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention, with full access to all books, records, facilities, and personnel of the Company, and may retain outside counsel or other experts for this purpose at the expense of the Company. The Audit Committee met five timesduring 2018.ti

Executive and Loan Review Committee. The Executive and Loan Review Committee reviews all aspects of the Bank’s loan activity, including new loans of $25,000 or more, problem or other loans identified by examiners, loans 60 days or more past due and non-accrual loans. The Executive and Loan Review Committee also approves loan charge-offs and extensions of credit of up to 15% of the capital and surplus of the Bank. The Executive and Loan Review Committee may also act in other capacities if the Board of Directors so authorized. As of the date of this proxy statement, Greg L. Armock (Chairperson), James A. Bosserd, Paul L. Johnson, Nels W. Nyblad and Roxanne M. Page serve on the Executive and Loan Review Committee. The Executive and Loan Review Committee met thirteen timesduring 2018.mesduring 2019.

Governance and Nominating Committee.The Governance and Nominating Committee administers the process of nominations for directorships and coordinates ChoiceOne’s corporate governance initiatives and policies. The Governance and Nominating Committee operates pursuant to a written charter, which was adopted by the Board of Directors. A current copy of the Governance and Nominating Committee charter can be found in the Investor Relations section of ChoiceOne’s website at www.choiceone.com.www.choiceone.com. As of the date of this proxy statement, Paul L. Johnson (Chairperson), James A. Bosserd, Keith D. Brophy, David H. Bush, and Jack G. HendonPatrick A. Cronin serve on the Governance and Nominating Committee. All of the members of the Governance and Nominating Committee are “independent” directors as defined by Nasdaq Listing Rules. The Governance and Nominating Committee may establish subcommittees of the committee and delegate authority and responsibility to subcommittees. In appropriate cases, in its discretion, the Governance and Nominating Committee may delegate its authority to the executive officers, being mindful that the committee and the Board of Directors are responsible to the Company’s shareholders to perform the functions and fulfill the responsibilities charged to the committee under its charter. charter.The Governance and Nominating Committee has authority to engage consultants, advisors and legal counsel at the expense of the Company. The Governance and Nominating Committee met three timesduring 2018.timesduring 2019.

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Personnel and Benefits Committee.Committee. The Personnel and Benefits Committee performs the functions of a compensation committee. Thecommittee.The Personnel andBenefits Committee:

•Reviews from time to time the personnel policies and programs of ChoiceOne, and submits recommendations to the Boardof Directors;

•Administers the equity plans of ChoiceOne that are approved by the Boardof Directors;

•Reviews the administration of and proposed changes to the retirement and welfare benefit plans of ChoiceOne that are approved by the Boardof Directors;

•Makes recommendations to the Board of Directors with respect to incentive compensation plans andequity-based plans;

•Makes any determinations and approvals relating to incentive-based compensation (with the ratification of the Board of Directors) as required to comply with applicabletax laws;

•While meeting outside of the presence of the Chief Executive Officer, reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of those corporate goals and objectives, and determines the compensation of the Chief Executive Officer based on the evaluation for recommendation to the Board ofDirectors; and

•While meeting outside of the presence of the Chief Executive Officer, determines the long-term incentive component of the compensation of the Chief Executive Officer, taking into consideration ChoiceOne’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to ChoiceOne’s Chief Executive Officer inpast years.

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The Personnel and Benefits Committee operates pursuant to a written charter, which was adopted by the Board of Directors. A current copy of the Personnel and Benefits Committee charter can be found in the Investor Relations Section of ChoiceOne’s website at www.choiceone.com.atwww.choiceone.com. All of the members of the Personnel and Benefits Committee are “independent” directors as defined by the rules of the SEC and the Nasdaq Listing Rules. As of the date of this proxy statement Jack G. Hendon (Chairperson), Paul L. Johnson, Bradley F. McGinnis,Harold J. Burns,Eric E. Burrough, and Nels W. Nyblad serve on the Personnel and Benefits Committee. Kelly J. Potes attends meetings but is not a member of this committee. The Personnel and Benefits Committee may establish subcommittees of the committee and delegate authority and responsibility to subcommittees. In appropriate cases, in its discretion, the Personnel and Benefits Committee may delegate its authority to the executive officers, being mindful that the committee and the Board of Directors are responsible to the Company’s shareholders to perform the functions and fulfill the responsibilities charged to the committee under its charter. The Personnel and Benefits Committee may delegate to the Chief Executive Officer authority to recommend the amount or form of compensation paid to other executive officers and associates subordinate to the Chief Executive Officer, subject to approval by the committee and such limitations and reporting responsibilities as the committee in its discretion shall require. The Personnel and Benefits Committee will not delegate to executive officers its authority to approve awards of stock options or other stock compensation. The Personnel and Benefits Committee has authority to engage consultants, advisors and legal counsel at the expense of the Company. The Personnel and Benefits Committee met fivefive timesduring 2018.

Asset/Liability and Risk Committee. The Asset/Liability and Risk Committee oversees and assesses the adequacy of the Company’s management of key risks including credit risk, asset/liability risk, liquidity risk, and operational risk. The committee is also responsible for monitoring the Company’s risk management profile and obtaining reasonable assurance of adherence to the Company’s risk management policies. The committee reviews and approves the Company’s policies, plans and programs relating to risk management, and monitors the effectiveness of the Company’s risk management programs. The Asset/Liability and Risk Committee operates pursuant to a written charter, which was adopted by the Board of Directors. A current copy of the Asset/Liability and Risk Committee charter can be found in the Investor Relations section of ChoiceOne’s website at www.choiceone.com. As of the date of this proxy statement, James A. Bosserd (Chairman), Greg L. Armock, Bradley F. McGinnis, and Roxanne M. Page serve on the Asset/Liability and Risk Committee. The Asset/Liability and Risk Committee may delegate responsibility for the assessment of certain risks to various committees of management or the Board of Directors, which shall report and make recommendations to the committee concerning specific areas of risk. The Asset/Liability and Risk Committee has authority to engage consultants, advisors and legal counsel at the expense of the Company. The Asset/Liability and Risk Committee met four timesduring 2018.2019.

Board Leadership Structure and Role in Risk Oversight

The Board of Directors has determined that having an independent director serve as Chairman of the Board is in the best interest of shareholders at this time. The structure ensures a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board.Board of Directors. We believe that this leadership structure is preferred by a significant number of theCompany’s shareholders.

The Board of Directors is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through the Audit Committee and through each of the Banks’ Asset/Liability and Risk Committee and the Audit Committee,Committees, but the full Board of Directors has retained responsibility for general oversight of risks. The Board of Directors satisfies this responsibility through reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks withinthe Company.

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Nominations of Directors

The Governance and Nominating Committee will consider director candidates recommended by shareholders, directors, officers, third party search firms and other sources. The Governance and Nominating Committee will ultimately determine whether a recommendation will result in a nomination. In considering potential nominees, the committee will review all candidates in the same manner, regardless of the source of the recommendation. In evaluating the skills and characteristics required of board members, the committee considers various factors and believes that eachcandidate should:

•be chosen without regard to sex, race, religion ornational origin;

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•be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work wellwith others;

•be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities ofa director;

•possess substantial and significant experience that would be of particular importance to ChoiceOne in the performance of the duties ofa director;

•have sufficient time available to devote to the affairs of ChoiceOne in order to carry out the responsibilities of adirector; and

•have the capacity and desire to represent the balanced, best interests of the shareholders asa whole.

A shareholder may nominate a candidate for director in accordance with ChoiceOne’s Restated Articles of Incorporation. A shareholder nominating a director must send a written notice to the Secretary of ChoiceOne that sets forth with respect to eachproposed nominee:

•the name, age, business address and residence address ofthe nominee;

•the principal occupation or employment ofthe nominee;

•the number of shares of common stock of ChoiceOne that the nomineebeneficially owns;

•a statement that the nominee is willing to be nominated and toserve; and

•such other information concerning the nominee as would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election ofthe nominee.

You must send this notice to the Secretary not less than 120 days prior to the date of notice of an annual meeting and not more than seven days following the date of notice of a special meeting called for electionof directors.

Anti-Hedging and Pledging Policy

Our anti-hedging and pledging policy aligns the interests of our directors and executive officers with our shareholders. The policy prohibits our directors and executive officers from purchasing any instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of ChoiceOne’s common stock, including short-selling, equity swaps, collars, exchange funds, put or call options, or prepaid variableforwardvariable forward contracts. Further, the policy prohibits directors and executive officers from pledging, hypothecating or otherwise encumbering shares of ChoiceOne’s stock as collateral for indebtedness (including, but not limited to, holding such shares in a margin account), except that they may pledge, hypothecate or otherwise encumber shares of ChoiceOne common stock as collateral securing loans made by ChoiceOne or its subsidiaries to its directors and executive officers if such loans(a) are made in the ordinary course of business, (b) are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to ChoiceOne or its subsidiaries, and (c) do not involve more than a normal risk of collectability or present otherunfavorable features.

Board Meetings and Attendance

During 2018,2019, the ChoiceOne Board of Directors heldheld twelve regular meetings and twoand three special meetings. All directors attended at least 75% of the aggregate number of meetings of the Board of Directors and meetings of committees on which they served during the periods thatthey served.

Annual Meeting Attendance

ChoiceOne expects all of its directors to attend its annual meeting of shareholders. All directors attended the 2018annual2019annual meeting.

Communicating with the Board of DirectorsDirectors

Shareholders and interested parties may communicate with members of ChoiceOne’s Board of Directors by sending correspondence addressed to the board as a whole, a specific committee, or a specific board member c/o MaryAdom J. Johnson,Greenland, Chief Operating Officer and Secretary, ChoiceOne Financial Services, Inc., 109 East Division, Sparta, Michigan 49345. All correspondence will be forwarded directly to the applicable member(s) of the Boardof Directors.

​

1011

Ownership of ChoiceOne Common Stock

Ownership of ChoiceOne Stock by Directors and Executive Officers

The following table sets forth information concerning the number of shares of ChoiceOne common stock held as of December 31, 2018,2019, by each of ChoiceOne’s directors and nominees for director, each of the named executive officers and all of ChoiceOne’s directors, nominees for director and executive officers asa group:

​

Amount and Nature of Beneficial Ownership of
Common Stock(1)

​

​

Sole Voting
and
Dispositive
Power

​

Shared
Voting or
Dispositive
Power(2)

​

Shares
Underlying
Unexercised
Options

​

Total
Beneficial
Ownership(3)

​

Percent
of
Class

Name of Beneficial Owner

​

​

Amount and Nature of Beneficial Ownership of
Common Stock(1) 

​

Percent
of
Class

Greg L. Armock

​

19,461

​

19,461

​

*

Name of Beneficial Owner

​

Sole Voting
and
Dispositive
Power

​

Shared
Voting or
Dispositive
Power(2) 

​

Shares Underlying
Unexercised
Options

​

Total
Beneficial
Ownership(3) 

​

Percent
of
Class

​

7,832

​

15,868

​

4,820

​

28,520

​

*

7,831.7400

​

16,779.4254

​

—

​

24,611.1654

​

Keith D. Brophy

​

4,656

​

2,370

​

7,026

​

*

​

7,556.0000

​

3,094.1568

​

—

​

10,650.1568

​

*

​

Michael J. Burke, Jr.(4)

​

—

​

1,450.8740

​

—

​

1,450.8740

​

*

​

Harold J. Burns(4)

​

—

​

8,389.0000

​

—

​

8,389.0000

​

*

​

Eric E. Burrough(4)(5)

​

125,855.0000

​

—

​

—

​

125,855.0000

​

1.74

%

David H. Bush(4)(5)

​

—

​

122,559.0000

​

—

​

122,559.0000

​

1.69

%

Bruce J. Cady(4)

​

5,859.0000

​

206.0000

​

—

​

6,065.0000

​

*

​

Patrick A. Cronin(4)

​

4,081.0000

​

2,053.0000

​

—

​

6,134.0000

​

*

​

Jack G. Hendon

​

13,296

​

13,296

​

*

​

14,524.6900

​

—

​

—

​

14,524.6900

​

*

​

Bradley A. Henion

​

1,296.8195

​

—

​

5,358.0000

​

6,654.8195

​

*

​

Paul L. Johnson

​

4,774

​

51,549

​

56,323

​

1.6%

​

4,774.0000

​

51,549.0000

​

—

​

56,323.0000

​

*

​

Raymond A. Lanning(4)

​

41,406

​

771

​

42,177

​

1.2%

Bradley F. McGinnis

​

9,472

​

9,472

​

*

Gregory A. McConnell(4)(5)

​

—

​

26,845.0000

​

—

​

26,845.0000

​

*

​

Nels W. Nyblad

​

17,625

​

17,439

​

35,064

​

1.0%

​

18,802.0000

​

17,439.0000

​

—

​

36,241.0000

​

*

​

Roxanne M. Page

​

1,698

​

2,060

​

3,758

​

*

​

2,013.3740

​

3,267.0280

​

—

​

5,280.4020

​

*

​

Kelly J. Potes

​

3,185

​

17,850

​

13,628

​

34,663

​

1.0%

​

3,184.8429

​

20,210.9633

​

21,435.0000

​

44,830.8062

​

*

​

Bradley A. Henion

​

415

​

3,407

​

3,822

​

*

Adom J. Greenland

​

1,974

​

2,794

​

3,407

​

8,175

​

*

​

​

All directors, nominees for director and
executive officers as a group(5)

​

114,736

​

200,026

​

36,409

​

351,171

​

9.7%

All directors, nominees for director and executive officers as a group

​

199,951.9864

​

295,051.8349

​

40,388.0000

​

535,391.8213

​

7.39

%

  

*Lessthan 1%.

(1)The numbers of shares stated are based on information furnished by each person listed and include shares personally owned of record by that person and shares thatunder applicable regulations are considered to be otherwise beneficially owned bythat person.

(2)These numbers include shares as to which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust or other contractor property right, and shares held by spouses, certain relatives and minor children over whom the listed person may have influence by reasonof relationship.

(3)Total beneficial ownership includes 23,88114,825.5620 shares of ChoiceOne common stock held by the ChoiceOne Bank 401(k) in theaccounts of employees, of which executive officers of ChoiceOne are administrators. Of the 23,88114,825.5620 shares of ChoiceOne common stock in this plan, the directorsand executive officers have included 8,9442,287.4650 shares in this table as beneficially owned with sole voting and dispositive power. The remaining 14,93712,538.0970 shares arereported as beneficially owned with shared voting or dispositive power and the officers and directors disclaim beneficial ownership ofsuch shares.

(4)Mr. Lanning resigned effectiveMessrs. Burke, Burns, Burrough, Bush, Cady, Cronin, and McConnellbecame directors of ChoiceOne as of March22, 2019.October 1,2019 upon the merger of County Bank Corp. with andinto ChoiceOne.

(5)IncludesOf the shares ownedheld by Sheila Clark, who retired effectiveMr. Burrough, Mr. Bush, and Mr. McConnell, the following number of shares were pledged as of January2, 2019.security for loans with Lakestone Bank & Trust as permitted by ChoiceOne’s anti-hedging and pledging policy: Mr. Burrough - 71,549; Mr. Bush - 59,754; Mr. McConnell- 21,812.

Five Percent Shareholders

No person or group is known to ChoiceOne to be a beneficial owner of 5% or more of ChoiceOne’s outstanding shares of common stock as of December31, 2018.2019.

​

1112

Executive Compensation

Summary of Executive Compensation

The following table shows certain information concerning the compensation earned by each person who served as the Chief Executive Officer during the fiscal year ended December 31, 20182019 and each of ChoiceOne’s two most highly compensated executive officers other(other than the persons who served as Chief Executive OfficerOfficer) who were serving as executive officers as of the fiscal year ended December 31, 20182019 (together, the “namedexecutive“named executive officers”).

SUMMARY COMPENSATION TABLE

Name and Principal Position

​

Year

​

Salary(1)(2)

​

Stock Awards(3)

​

Option Awards(4)

​

Non-equityIncentive Plan Compensation(5)

​

All Other Compensation

​

Total

Kelly J. Potes

​

​

​

​

​

​

​

​

​

​

​

​

​

​

President and Chief Executive Officer of ChoiceOneand Bank

​

2018

​

$255,000​

​

$15,600​

​

$25,020​

​

$35,000​

​

$16,990​

​

$347,610​

​

2017

​

$250,500​

​

$11,500​

​

$12,780​

​

$25,000​

​

$16,879​

​

$316,659​

Bradley A. Henion

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Vice President of ChoiceOne and Senior Vice President of Bank

​

2018

​

$163,019​

​

$15,600​

​

$6,255​

​

$15,249​

​

$2,919​

​

$203,042​

​

2017

​

$157,900​

​

$11,500​

​

$3,195​

​

$13,400​

​

$2,638​

​

$188,633​

Adom J. Greenland

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Senior Vice President of Bank

​

2018

​

$151,162​

​

$15,600​

​

$6,255​

​

$14,039​

​

$5,507​

​

$192,563​

​

2017

​

$145,000​

​

$11,500​

​

$3,195​

​

$9,200​

​

$4,995​

​

$173,890​

Name and Principal Position

​

Year

​

Salary(1) 

​

Bonus

​

Stock
Awards(2) 

​

Option
Awards(3) 

​

Non-equity
Incentive Plan
Compensation(4) 

​

All Other
Compensation(5) 

​

Total

Kelly J. Potes

Chief Executive Officer of
ChoiceOne andPresident &
Chief Executive Officer of
ChoiceOne Bank

​

2019

​

$286,712​

​

$0​

​

$19,176​

​

21,840

​

$80,000​

​

$20,525​

​

$428,253​

2018

​

255,000

​

0

​

15,600

​

25,020

​

35,000

​

16,990

​

347,610

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Michael J. Burke, Jr.

President of ChoiceOne
and President&
Chief Executive Officerof
Lakestone Bank & Trust

​

2019

​

76,116

​

60,000

​

0

​

0

​

0

​

250,000

​

386,116

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Bradley A. Henion

Vice President of ChoiceOne
and Senior Vice President &
Chief Lending Officer of
ChoiceOne Bank

​

2019

​

169,423

​

0

​

19,176

​

5,460

​

13,618

​

2,955

​

210,632

2018

​

163,019

​

0

​

15,600

​

6,255

​

15,249

​

2,919

​

203,042

  

(1)Includes salary deferred under the ChoiceOne Bank 401(k) plan,described below.

(2)The amount reported includes directors’ fees paid to Mr. Potes totaling $3,000 in 2017 for services performed in 2016. Mr. Potes did not receive fees for his service as a director in 2017or 2018.

(3)The values of all stock awards reported in this column were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification,ASC Topic 718 Compensation-Stock Compensation (ASC 718). For a discussion of the valuation assumptions, see Note 14 to the Company’s 20182019 consolidatedfinancial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.2019. Stock awards consist of awards of restrictedstock units granted on April 15, 2018,30, 2019, which will vest in equal installments over three yearsfull on the three year anniversary of the grant date anniversary.date. Any restricted stock units that vest willbe converted to shares of Company common stock on a one-for-one basis. Restricted stock units that do not vest will be forfeited and the named executive officerwill receive no shares of Company common stock attributable to the forfeited units. A holder of restricted stock units has no rights as a shareholder of the Companyuntil such time as restricted stock units vest and convert into shares of Companycommon stock.

(4)(3)The fair values of all option awards reported in this column were computed in accordance with Financial Accounting Standards Board Accounting StandardsCodification, ASC Topic 718 Compensation-Stock Compensation (ASC 718). For a discussion of the valuation assumptions, see Note 14 to the Company’s 20182019consolidated financial statements included in the Company���sCompany’s Annual Report on Form 10-K for the year ended December 31, 2018.2019. Option awards granted in 20182019 consist of awards of non-qualified stock options granted on June 1, 2018, of which 25% were immediately vestedApril 30, 2019, and exercisable with the remaining 75% towill vest in equal installments over three yearsfull on the three year anniversary of the grant date anniversary. date.Grantee’s right to exercise options once vestedwill expire at the earlier of the expiration date or in accordance with the plan’s provisions for death or employment termination. Atermination.A grantee of stock option awardsshall have no rights as a shareholder of the Company until exercise of the option and payment, issuance, and delivery of such shares has occurred. The fair value ofeach option award is estimated on the date of grant using a Black-Scholes optionvaluation method.

(5)(4)Reflects the dollar value of non-equity incentiveincentive plan compensation earnedduring 2018.earned during 2018and 2019.

Change(5)For Mr. Burke, this amount reflects a $250,000 transaction bonus payment paid upon completion of the merger of ChoiceOne and County Bank Corp. under the employment agreement between ChoiceOne and Mr. Burke, as described in Controlfurtherdetail below.

Transition Agreement

On May 13, 2016, ChoiceOne entered into a Change in Control Agreement (the “Change in Control Agreement”) with Mr. Potes,Bruce J. Cady, formerly the PresidentChairman and Chief Executive Officer of ChoiceOne. PursuantCounty Bank Corp., entered into a Transition Agreement with ChoiceOne, which became effective as of October 1, 2019, the effective date of the merger between ChoiceOne and County Bank Corp. (the “Merger”), pursuant to which Mr. Cady joined ChoiceOne’s board of directors and was appointed Vice Chairman of the Change in Controlboard.Mr. Cady’s Transition Agreement provided for his employment with ChoiceOne from the effective date of the merger until December 31, 2019, with an annual salary of $304,321, prorated for such term of employment. Mr. Potes will receiveCady’s Transition Agreement also provides him the severance benefits if, during termto which he would have been entitled under his preexisting employment agreement with County, including a payment of $608,642, plus an amount equal to 12 months of health care continuation costs, and the Changenet present value of Mr. Cady’s benefit under County’s Supplemental Executive Retirement Plan, payable in Control Agreement and eithera lump sum following a Change in Control or during an Active Change in Control Proposal Period (each as defined in the Change in Control Agreement), Mr. Potes is terminated by ChoiceOne without cause or terminates his employment for good reason (as “cause” and “good reason” are defined in the Change in Control Agreement). The Personnel and Benefits Committee believes the “double trigger” of requiring both a change in control and termination of employment provides an appropriate balance of protection for both ChoiceOne andMr. Potes.Mr.Cady’s employment.

​

1213

Mr. Potes will receive a lump-sum payment equal to three times his annual base salary and compensation for health benefit continuation and an automobile allowance through the end of the term of the Change in Control Agreement. All unvested equity awards granted to Mr. Potes will automatically vest upon a Change in Control. The Change in Control Agreement includes a Section 280G cap that limits payments under the agreement as necessary to avoid tax penalties under Section 280G of the InternalRevenue Code.

Receipt of Mr. Potes’ severance benefits is conditioned on obtaining a release and resignation from all of Mr. Potes’ positions with ChoiceOne and the Bank. Additionally, the Change in Control Agreement includes non-competition provisions prohibiting Mr. Potes from soliciting ChoiceOne’s customers and employees for a period of eighteen months after termination of Mr.Potes’ employment.

The foregoing description of the Change in ControlTransition Agreement does not purport to be complete and is qualified in its entirety by reference to the Change in ControlTransition Agreement, which is filed as Exhibit 10.110.8 to ChoiceOne’s Pre-Effective Amendment No. 2 to Form 10-QS-4 filed August5, 2019.

Employment Agreements

Kelly J. Potes, the President and Chief Executive Officer of ChoiceOne, entered into an employment agreement on September 30, 2019, effective as of October 1, 2019, the effective date of the Merger (the “Potes Employment Agreement”), pursuant to which Mr. Potes will continue to serve as the Chief Executive Officer of ChoiceOne. Michael J. Burke, Jr., formerly a Director and President of County, entered into an employment agreement with ChoiceOne on March 22, 2019 (the “Burke Employment Agreement”), pursuant to which Mr. Burke was appointed the President of ChoiceOne as of the effective date ofthe Merger.

The terms of the Potes Employment Agreement and Burke Employment Agreement (together, the “Agreements”) are substantially similar. Under each Agreement, in the event of ChoiceOne’s termination of Mr. Potes or Mr. Burke, as applicable (the “Executive”), without cause, or by the Executive for good reason (each as defined in the quarter ended March31, 2016.Agreements), the Executive will be entitled to continued salary for two years and monthly health care continuation payments for 12 months or until the commencement of new employment. In the event of a change of control and a qualifying termination within six months before or three years after the change in control (excluding the Merger), the Executive will be entitled to a lump-sum cash payment equal to three times their then-current base salary and monthly health care continuation payments for 12 months or until the commencement of new employment. If any payment to be received by the Executive following a change in control is determined to constitute a “parachute payment” as such term is defined in Section 280G(b)(2) of the Code, ChoiceOne will act in good faith to mitigate the impact of Section 280G of the Code such that no “parachute payment” will result. To the extent this effort is unsuccessful, ChoiceOne will reduce the amount of such payment to ensure that the total payments to the applicable Executive do not exceed 2.99 times the Executive’s “base amount” as defined in Section 280G(b)(3) ofthe Code.

The Agreements contain provisions related to non-solicitation and non-competition that generally preclude the Executive, during his time of employment and for a period of 24 months thereafter, from engaging in activities competitive with ChoiceOne in any county in which ChoiceOne or its affiliates has a branch office or loan production office or in any contiguous counties, and from diverting from ChoiceOne any trade or business with any customer or supplier with whom the Executive had contact during his employment, subject to certain conditions and exceptions. The Agreements also require the Executive to maintain the confidentiality of non-public information with respect to ChoiceOne andits affiliates.

Pursuant to the Potes Employment Agreement, Mr. Potes’ annual salary will be $360,000 for 2019 and 2020. Pursuant to the Burke Employment Agreement, Mr. Burke’s annual salary will be $310,000 for 2019 and 2020. After 2020, the salaries of each of Mr. Potes and Mr. Burke will be subject to annual review and adjustment in accordance with ChoiceOne’s normal procedures. Mr. Potes andMr. Burke will be eligible to participate in ChoiceOne’s bonus programs and equity-basedcompensation programs.

Additionally, the Burke Employment Agreement provides that Mr. Burke was entitled to a transaction bonus payment of $250,000, payable upon completion of the Merger, which payment equaled half of the amount to which Mr. Burke would have been entitled under his preexisting employment agreement with County if he had terminated his employment following completion of the Merger. If Mr. Burke terminates his employment without good reason before December 31, 2020, Mr. Burke will be entitled to the remainder of the amount to which he would have been entitled under his preexisting employment agreementwith County.

The foregoing description of the Burke Employment Agreement and the Potes Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Burke Employment Agreement, which is filed as Exhibit 10.7 to ChoiceOne’sPre-Effective Amendment No. 2 to Form S-4 filed August 5, 2019, and the Potes Employment Agreement, which is filed as Exhibit 10.2 to ChoiceOne’s Current Report on Form 8-K filed October1, 2019.

401(k) Plan

The ChoiceOne Bank 401(k) plan is qualified under Section 401(a) of the Internal Revenue Code of 1986(the “Code”).

The purpose of the 401(k) plan is to permit Bank employees of the Banks, including the named executive officers, to save for retirement on a pre-tax basis. In addition to an employee’s pre-tax contributions, the BankBanks may contribute discretionary matching or profit-sharing payments to the 401(k) plan. If the Bank contributesBanks contribute any matching contributions, those contributions are immediately vested. If the Bank contributesBanks contribute profit-sharing payments to the 401(k) plan, those contributions will become fully vested after six years of a participant’s vesting service. TheChoiceOne Bank has generally made a contribution to the 401(k) plan each year. A discretionary match was madefor 2018.2019.

​

14

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning outstanding equity awards for each named executive officer as of December 31, 2018. The share and unit amounts and the exercise prices below have been adjusted to reflect the 5% stock dividend paid by the Company on May31, 2018.December31, 2019.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Name

​

Option Awards

​

Stock Awards

Number of
SecuritiesUnderlying
Unexercised
Options
Exercisable(1)

​

Number of
Securities Underlying
Unexercised
Options
Unexercisable(1)

​

Option
Exercise
Price

​

Option
Expiration
Date

Number of Units of
Stock that
has Not
Vested(2)

​

Market Value
of Units of
Stock that
Has Not
Vested

Kelly J. Potes

​

8,820

​

0

​

$21.13​

​

12/15/25

​

221

​

$ 5,525​

​

​

3,308

​

3,308

​

20.86

​

4/14/27

​

368

​

9,200

​

​

1,500

​

4,500

​

25.65

​

5/31/28

​

630

​

15,750

 

​

​

​

​

​

​

​

​

​

​

​

​

Bradley A. Henion

​

2,205

​

0

​

$21.13​

​

12/15/25

​

221

​

$ 5,525​

​

​

827

​

827

​

20.86

​

4/14/27

​

368

​

9,200

​

​

375

​

1,125

​

25.65

​

5/31/28

​

630

​

15,750

 

​

​

​

​

​

​

​

​

​

​

​

​

Adom J. Greenland

​

2,205

​

0

​

$21.13​

​

12/15/25

​

221

​

$ 5,525​

​

​

827

​

827

​

20.86

​

4/14/27

​

368

​

9,200

​

​

375

​

1,125

​

25.65

​

5/31/28

​

630

​

15,750

Name 

​

Option Awards

​

Stock Awards

Number of
Securities
Underlying
Unexercised
Options
Exercisable(1) 

​

Number of
Securities
Underlying
Unexercised
Options
Unexercisable(2) 

​

Option
Exercise
Price

​

Option
Expiration
Date

​

Number of
Units of
Stock that
Have Not
Vested(1) 

​

Market Value
of Units of
Stock that
Have Not
Vested

Kelly J. Potes

​

8,820

​

0

​

$21.13​

​

12/16/2025

​

0

​

$0​

 

​

6,615

​

0

​

20.86

​

4/15/2027

​

0

​

0

 

​

6,000

​

0

​

25.65

​

6/1/2028

​

0

​

0

 

​

0

​

6,000

​

27.25

​

4/30/2029

​

600

​

19,176

 

​

​

​

​

​

​

​

​

​

​

​

​

Michael J. Burke, Jr.

​

0

​

0

​

$—​

​

—

​

0

​

$0​

 

​

​

​

​

​

​

​

​

​

​

​

​

Bradley A. Henion

​

2,205

​

0

​

$21.13​

​

12/16/2025

​

0

​

$0​

 

​

1,653

​

0

​

20.86

​

4/15/2027

​

0

​

0

 

​

1,500

​

0

​

25.65

​

6/1/2028

​

0

​

0

 

​

0

​

1,500

​

27.25

​

4/30/2029

​

600

​

19,176

  

(1)The non-qualifiedstockStock options held by the named executive officers as of December 31, 2018 wereand restricted stock granted on December 16, 2015, April 15, 2017 and June 1, 2018, and were 25% immediately vested and exercisablewith the remaining 75% to30, 2019 will vest in equal installments over three yearsfull on the grant date anniversary. Grantee’s right to exercise options once vested will expire atthe earlier of the expiration date or in accordance with the plan’s provisions for death or employment termination. A grantee of stock option awards shall have norights as a shareholder of the Company until exercise of the option and payment, issuance, and delivery of such shareshas occurred.April30, 2022.

(2)Consists ofAll stock options and restricted stock units granted on April 15, 2016, April 15, 2017 and April 15, 2018, respectively, which will vest in equal installments over three years on thegrant date anniversary. Any restricted stock units that vest will be convertedprior to shares2019 became fully-vested as of Company common stock on a one-for-one basis. Restricted stock units that donot vest will be forfeited and the named executive officer will receive no shares of Company common stock attributable to the forfeited units. A holder of restricted stockunits has no rights as a shareholderOctober 1, 2019 upon completion of the Company until such time as restricted stock units vest and convert into shares of Companycommon stock.merger between ChoiceOne andCountyBank Corp.

​

13

Director Compensation

The following table provides information concerning the compensation of directors for ChoiceOne’s last completed fiscalcompletedfiscal year. Mr. Potes did not receive any fees for his service as a directorin 2018.

DIRECTOR COMPENSATION

Name

​

Fees Earned
or Paid in
Cash(2)

​

All Other
Compensation

​

Total

​

Fees Earned
or Paid in
Cash(4) 

​

All Other
Compensation

​

Total

Greg L. Armock(1)

​

$25,542​

​

$0​

​

$25,542​

​

$30,000​

​

$0​

​

$30,000​

James A. Bosserd

​

31,500

​

0

​

31,500

​

35,250

​

0

​

35,250

Keith D. Brophy(1)

​

28,500

​

0

​

28,500

​

32,250

​

0

​

32,250

K. Timothy Bull(3)

​

7,000

​

0

​

7,000

Jack G. Hendon(1)

​

28,750

​

0

​

28,750

Michael J. Burke, Jr.(2)

​

0

​

0

​

0

Harold J. Burns(2)

​

4,875

​

0

​

4,875

Eric E. Burrough(2)

​

4,875

​

0

​

4,875

David H. Bush(2)

​

4,875

​

0

​

4,875

Bruce J. Cady(2)

​

4,875

​

0

​

4,875

Patrick A. Cronin(2)

​

4,875

​

0

​

4,875

Jack G. Hendon

​

31,500

​

0

​

31,500

Raymond J. Lanning(3)

​

11,000

​

0

​

11,000

Paul L. Johnson

​

38,750

​

0

​

38,750

​

43,625

​

0

​

43,625

Raymond A. Lanning(1)(5)

​

27,750

​

0

​

27,750

Gregory A. McConnell(2)

​

4,875

​

0

​

4,875

Bradley F. McGinnis(1)

​

4,667

​

0

​

4,667

​

30,750

​

0

​

30,750

Dennis C. Nelson(4)

​

23,250

​

0

​

23,250

Nels W. Nyblad(1)

​

27,375

​

0

​

27,375

Nels W. Nyblad

​

31,875

​

0

​

31,875

Roxanne M. Page

​

31,125

​

0

​

31,125

​

33,750

​

0

​

33,750

Kelly J. Potes

​

0

​

0

​

0

  

(1)Messrs. Armock and McGinnis resigned from the Board of Directors effective October 1, 2019 in connection with the merger between ChoiceOne and CountyBank Corp.

(2)Messrs. Burke, Burns, Burrough, Bush, Cady, Cronin, and McConnell were appointed to the Board of Directors effective October 1, 2019 in connection with the merger between ChoiceOne and CountyBank Corp.

(3)Mr. Lanning resigned from the Board of Directors effective as of March22, 2019.

(4)Directors may elect to defer fees otherwise payable in cash and instead receive payment in the form of ChoiceOne common stock pursuant to the Directors StockPurchase Plan described in the narrative below. For 2018,2019, Messrs. Armock, Lanning, McGinnis, and Nyblad each elected to receive 100% of their fees in the form ofChoiceOne stock. Messrs. Brophy and Hendon each received 50% of their fees in the form ofChoiceOne stock.

(2)Fees reflect amounts paid in 2018 with respect to service during the fourth quarterof 2017.​

(3)Mr. Bull resigned from the Board of Directors effective as of January 24, 2018 in accordance with ChoiceOne’s retirement policy for members of the Boardof Directors.15

(4)Mr. Nelson resigned from the Board of Directors effective as of October 24, 2018 in accordance with ChoiceOne’s retirement policy for members of the Boardof Directors.

(5)Mr. Lanning resigned from the Board of Directors effective as of March22, 2019.

During 2018,2019, ChoiceOne compensated its directors with a retainer of $2,600 for the Chairperson, and $2,000 for each other director. ChoiceOne directors did not receive per-meeting compensation for participation in Board ofDirectors meetings.

During 2018, the2019,ChoiceOne Bank compensated its directors with an annual retainer as follows: $13,400 for the Chairperson, $7,500 for the Audit Committee Chairperson, $7,000 for the Personnel Committee Chairperson, and $6,000 for each other director.ChoiceOne Bank directors received compensation at the rate of $1,000 per meeting when attended in person or via phone participation.meeting. In addition,ChoiceOne Bank directors received compensation for meetings of any committee of the Board of Directors of theChoiceOne Bank on which they served, including interim loan committee meetings and training sessions, at a rate of $375per meeting.

Following the merger of ChoiceOne and County Bank Corp. effective October 1, 2019, Lakestone Bank & Trust directors received compensation at a rate of $1,500 per meeting. In addition, Lakestone Bank & Trust directors attending a meeting of a committee of Board of Directors of Lakestone Bank & Trust received $375 per meeting when attended in person or viaphone participation.

Effective as of January 1, 2017, Mr. Potes, President and Chief Executive Officer of the Company, is not entitled to any additional compensation related to his service asa director.forsuch attendance.

Under ChoiceOne’s Directors’ Stock Purchase Plan, a director may elect to receive payment of 25%, 50%, 75% or 100% of his or her director fees in the form of ChoiceOne common stock. On each quarterly paymentstock purchase date, a director participating in this plan receives a number of shares of ChoiceOne common stock (rounded to the nearest whole share) determined by dividing the dollar amount of fees payable that the director has elected to receive as ChoiceOne common stock by the market value of ChoiceOne common stock determined by a poll of ChoiceOne’s market makers on the last day of the month preceding the quarterlypaymentstockpurchase date.

​Neither Mr. Potes nor Mr. Burke received compensation for his service as a director of ChoiceOne or its subsidiaries.

14

Potential Payments Upon Termination or Change in Control

Pursuant to theChange in Control Agreementthe Employment Agreements between ChoiceOne and Mr.each of Kelly J. Potes Mr.Potesand Michael J. Burke, Jr., Messrs. Potes and Burke may be entitled to certain severance benefits following achangea termination or change in control, as described above under the heading “Changein Control Agreement,“Employment Agreements,” which description is here incorporatedby reference.

ChoiceOne has grantedcertaingranted certain equity awards pursuant to the Stock Incentive Plan of2012of 2012 that are subject to accelerated full vesting upon a changeinchange in controlof ChoiceOne.

The following table summarizes the potential payments andbenefitsand benefits payable to each of ChoiceOne’s named executive officers uponterminationupon termination of employment in connection with each of the triggeringeventstriggering events set forth in the table below, assuming, in eachsituation,each situation, that the termination of employment took place on December31, 2018.December 31, 2019. No named executive officer is entitled to any payments or benefits in the event of a change in control absent aqualifying termination.

Triggering Event and Payments/Benefits

​

Adom J. Greenland

​

Bradley A. Henion

​

Kelly J. Potes

​

Michael J. Burke, Jr.

​

Bradley A. Henion

Change in Control(1)(2)

​

$33,1701,117,416​

​

$33,170926,900​

​

$762,45024,636​

Death(3)(4)

​

$164,684379,176​

​

$176,141100,000​

​

$268,522200,138​

Disability or Retirement(4)

​

$13,52219,176​

​

$13,522—​

​

$13,52219,176​

  

(1)Pursuant to Mr. Potes’ Change in Controlthe Employment Agreement between ChoiceOne and each of Mr. Potes and Mr. Burke (as applicable, the “Executive”), the Executive will receive severance benefits if, during termin the event of the agreement and either following a Change inControl (as defined in the Employment Agreement) and a qualifying termination within six months before or during an Activethree years after the change in control in the form of a lump-sum cash payment equal to three times the Executive’s then-current base salary and monthly health care continuation payments for twelve months or until the commencement of new employment. The payments to each Executive under his Employment Agreement after a Change in Control Proposal Period (each as defined in the Change in Control Agreement), Mr. Potes is terminated by ChoiceOnewithout cause or terminates his employment for good reason (as “cause” and “good reason” are defined in the Change in Control Agreement). The payments to Mr.Potes under his Change in Control Agreement after a change in control are limited by Section 280G of the Code. The amount shown in the table for Mr. Poteseach Executive reflectsthis limitation.

(2)In accordance with the Stock Incentive Plan of 2012, all outstanding unvested equity awards and stock options shall become immediately fully vested upon a changein control. The amount shown includes the value of accelerated vesting of restricted stock units andstock options.

(3)The BankBanks have obtained bank-owned life insurance on certain key executives and,executives. Under ChoiceOne Bank’s policy, if the executiveMr. Potes or Mr. Henion dies while still working for theChoiceOne Bank, thehis respective estate will receive one full yearof compensation. Under Lakestone Bank & Trust’s policy, if Mr. Burke dies while still working for Lakestone Bank & Trust, his estate willreceive $100,000.

(4)In accordance with the Stock Incentive Plan of 2012, restrictions on all outstanding unvested restricted stock units will be removed on a pro rata basis equal to thetotal number of such awards multiplied by the number of full months elapsed since grant date divided by the total number of full months in the respective restrictedperiod upon death, disability,or retirement.

​

1516

Audit Committee Report

The Audit and Compliance/CRA Committee (“Audit Committee”) reviews and supervises ChoiceOne’s procedures for recording and reporting the financial results of its operations on behalf of the Board of Directors. ChoiceOne’s management has primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its supervisory duties, the Audit Committee has reviewed ChoiceOne’s audited financial statements for the year ended December 31, 20182019 included in the 20182019 Annual Report to Shareholders and has discussed those financial statements with ChoiceOne’s management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in thefinancial statements.

The Audit Committee has also reviewed with ChoiceOne’s independent auditors – who are responsible for expressing an opinion on the conformity of those financial statements with generally accepted accounting principles – the judgments of the independent auditors concerning the quality, not just the acceptability, of the accounting principles and such other matters that are required under generally accepted auditing standards to be discussed with the independent auditors. The Audit Committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 1301. InBoard.In addition, the Audit Committee has received from the independent auditors the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, has discussed with them their independence from ChoiceOne’s management and ChoiceOne, and has considered the compatibility of nonaudit services withtheir independence.

After and in reliance on the reviews and discussions described above, the Audit Committee recommended to ChoiceOne’s Board of Directors that the audited financial statements for the year ended December 31, 20182019 be included in ChoiceOne’s Annual Report on Form 10-K for the year then ended to be filed withthe SEC.

Respectfully submitted,

Roxanne M. PageM.Page (Chair)
Keith D.

KeithD. Brophy
Jack G.

HaroldJ. Burns

PatrickA. Cronin

JackG. Hendon
BradleyF. McGinnis

​GregoryA. McConnell

16

Related Matters

Delinquent Section 16 Beneficial Ownership Reporting Compliance16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires directors and officers of ChoiceOne and persons who beneficially own more than 10% of the outstanding shares of its common stock to file reports of beneficial ownership and changes in beneficial ownership of shares of common stock with the SEC. SEC regulations require such persons to furnish ChoiceOne with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such reports received by usfiled with the SEC or written representations from certain reporting persons that no Forms 5 were required for those persons, we believe that all applicable SectionapplicableSection 16(a) reporting and filing requirements were satisfied by such persons from January 1, 20182019 through December 31, 2018,2019, except that one report on Form 3 was untimely filed for Ms. Childers and one report on Form 4 reporting one untimely-reported transaction was filed for each of Mses. Page, Clark,and Johnson.Mr. Batistoni andMs. Childers.

Transactions with Related Persons

Directors, nominees for director and executive officers of ChoiceOne and members of their immediate families were customers of and had transactions with the BankBanks in the ordinary course of business between January 1, 2018 and December 31, 2018.2019. We anticipate that such transactions will take place in the future in the ordinary course of business. All loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features. None of these loan relationships presently in effect were in default as of the date of thisproxy statement.

The Audit Committee is responsible for the review and approval of any transaction between the Company and any related person (asperson(as defined in Item 404 ofRegulation S-K).

​

17

Independent Registered Public Accounting Firm

Plante & Moran, PLLC (“Plante Moran”) has been selected to serve as ChoiceOne’s independent auditors for 2019.2020. Plante Moran also served as ChoiceOne’s independent auditorsfor 2018.2019.

Representatives of Plante Moran are not expected to attend the annual meeting. If a representative of Plante Moran attends the meeting, the representative will have an opportunity to make a statement if he or she desires to do so and will be expected to be available to respond to appropriate questions. In accordance with SEC rules, ChoiceOne’s Audit Committee has adopted a Pre-Approval Policy. Under the Pre-Approval Policy, all audit and non-audit services need to be pre-approved by theAudit Committee.

The Pre-Approval Policy permits the Audit Committee to delegate to one or more of its members pre-approval decisions. The member or members to whom such authority is delegated shall report, for informational purposes, any pre-approval decisions to the Audit Committee at its nextscheduled meeting.

The Audit Committee has identified certain services that do not impair the independence of the independent auditors and granted general pre-approval for those services. All services that do not have general pre-approval must be specifically pre-approved by the Audit Committee. The Audit Committee will periodically set pre-approval fee levels for all services to be provided by the independent auditors. Any proposed services exceeding these levels require specific pre-approval by theAudit Committee.

The Pre-Approval Policy requires the independent auditors to provide detailed back-up documentation, which will be provided to the Audit Committee, regarding specific services tobe provided.

Requests or applications to provide services that require separate pre-approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditors and the Chief Executive Officer or Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence. All fees paid to Plante Moran for services performed in 20182019 and 20172018 were pre-approved pursuant tothis policy.

Audit Fees.Audit Fees. ChoiceOne paid to Plante Moran $184,700 during 2019 and $122,250 during 2018 and $103,000 during 2017 for the audit of ChoiceOne’s annual financial statements and review of financial statements included in ChoiceOne’s quarterly reports on Form 10-Q, or services that are normally provided by the auditors in connection with statutory andregulatory filings.

Audit-Related Fees.Fees. ChoiceOne paid to Plante Moran $5,000$138,600 during 20182019 for services in support of the merger of County Bank Corp. with and $3,000 during 2017into ChoiceOne and ChoiceOne’s pending acquisition of Community Bank Shores Corporation and for assurance and related services that were reasonably related to the performance of the audit or review of ChoiceOne’s financial statements and are not reported under “Audit Fees” above. Services included a HUDFHA audit.

Tax Fees.ChoiceOne paid to Plante Moran $5,000 during 2018 for assurance and related services that were reasonably related to the performance of the audit or review of ChoiceOne’s financial statements and are not reported under “AuditFees” above.

Tax Fees. ChoiceOne paid to Plante Moran $18,000 during 2019 and $19,620 during 2018 and $13,500 during 2017 for tax compliance, tax advice and tax planning. Tax services included preparing ChoiceOne’s federal and statetax returns.

All Other Fees.Fees. ChoiceOne paid to Plante Moran $15,802 in 2018 for consultation regarding stock incentive plan and accounting standards or treatment and $2,620 in 2017 for consultation regarding investmentportfolio sale.standardsor treatment.

​

1718

Shareholder Proposals

If you would like a proposal to be presented at the 20192020 annual meeting of shareholders and if you would like your proposal to be considered for inclusion in ChoiceOne’s proxy statement and form of proxy relating to that meeting, you must submit the proposal to ChoiceOne in accordance with Securities and Exchange Commission Rule 14a-8. ChoiceOne must receive your proposal by December 21, 2019byDecember 18, 2020 for your proposal to be eligible for inclusion in the proxy statement and form of proxy relating to that meeting. To be considered timely, any other proposal that you intend to present at the 20192020 annual meeting of shareholders must be submitted in accordance with ChoiceOne’s Bylaws and must be received by ChoiceOne by December21, 2019.December18, 2020.

Householding

Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholdershareholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention:Householding Department.

In addition, if you currently are a stockholdershareholder who shares an address with another stockholdershareholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you may notify us if you hold registered shares. Registered shareholders may notify us by contacting Broadridge Financial Solutions, Inc. at the above telephone numberor address.

Form 10-K Report Available

ChoiceOne’s Form 10-K Annual Report to the Securities and Exchange Commission, including financial statements and financial statement schedules, will be provided to you without charge upon written request. Please direct your requests to MMr.r. Thomas L. LampeLan,mpen, Treasurer, ChoiceOne Financial Services, Inc., 109 East Division, Sparta, Michigan 49345.

​

 



 

CHOICEONE FINANCIAL SERVICES, INC.

P.O. BOX 186

SPARTA, MI 49345-0186



VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ETEDT on 05/21/201928/2020 for shares held directly and by 11:59 P.M. ETEDT on 05/19/201926/2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSDuring The Meeting - Go to www.virtualshareholdermeeting.com/COFS2020

If you would like to reduce

You may attend the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years.the box marked by the arrow available and follow the instructions.

 

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ETEDT on 05/21/201928/2020 for shares held directly and by 11:59 P.M. ETEDT on 05/19/201926/2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.

 

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.







  
 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY
ForWithholdFor All

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR
the following:		AllAllExcept
☐☐☐
1.Election of Directors
Nominees

01  Keith D. Brophy           02  Michael J. Burke, Jr.           03  David H. Bush           04  Jack G. Hendon

                
 For
All		Withhold
All		For All
Except		To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
 The Board of Directors recommends you vote FOR the following:following proposals:For  AgainstAbstain
 

 2.Advisory approval of the Company's executive compensation.☐☐   ☐☐☐☐
1.Election of Directors          
 3.Ratification of the selection of Plante & Moran, PLLC as our registered independent public accounting firm for the current fiscal year.☐☐   ☐
             
  Nominees
01  James A. Bosserd                            02         Nels W. Nyblad                                   03         Kelly J. Potes
The Board of Directors recommends you vote FOR the following proposal:ForAgainstAbstain
2.Advisory approval of the Company’s executive compensation.☐☐☐
The Board of Directors recommends you vote 1 YEAR on the following proposal:1 year2 years3 yearsAbstain
3.Advisory approval of the frequency of future shareholder votes on the Company’s executive compensation. ☐☐☐☐
The Board of Directors recommends you vote FOR the following proposal:ForAgainstAbstain
4.Ratification of the selection of Plante & Moran, PLLC as our registered independent public accounting firm for the current fiscal year.☐☐☐

NOTE:Such other business as may properly come before the meeting or any adjournment thereof.

     
             
             
         
  

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
 
 

 
Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date
 

0000418002_1

0000461250_1    R1.0.1.18

 

​


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/ are available atwww.proxyvote.com

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report and Invitation are available atwww.proxyvote.com
 

 

 

CHOICEONE FINANCIAL SERVICES, INC.

Annual Meeting of Shareholders
May 22, 201929, 2020 11:00 AM

This proxy is solicited by the Board of Directors

 

The shareholder hereby appoints MaryAdom J. Johnson,Greenland, Paul L. Johnson and Roxanne M. Page, or any of them, as proxies, each with the power to appoint his/her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of CHOICEONE FINANCIAL SERVICES, INC. that the shareholder is entitled to vote at the Annual Meeting of Shareholders to be held at 11:00 AM, EDT on May 22, 2019,29, 2020, by live webcast at the Moss Ridge Golf Club, 13545 Apple Avenue, Ravenna, Michigan, www.virtualshareholdermeeting.com/COFS2020,and any adjournment or postponement thereof.

 
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR all Director Nominees and FOR Proposals 2 and 4 and 1 Year for Proposal 3 and in their discretion on any other matters that may come before or that are incident to the conduct of the meeting, including any vote to adjourn the meeting.
 
 
 
 
 
 
 
 
 
Continued and to be signed on reverse side
 

0000418002_2

0000461250_2    R1.0.1.18