CHFC 2018 Proxy Statement

Proposal 2 Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2018 The Audit Committee has appointed KPMG LLP as our independent registered public accounting firm to audit our consolidated financial statements as of and for the year ending December 31, 2018 and the effectiveness of internal control over financial reporting as of December 31, 2018, and to perform such other appropriate audit-related accounting, tax compliance or other tax services as may be approved by the Audit Committee. The Audit Committee and the board of directors propose and recommend that shareholders ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2018. More information concerning our relationship with KPMG LLP appears below under the subheading “Board Committees – Audit Committee ” and the headings “Audit Committee Report” and “Independent Registered Public Accounting Firm.” If the shareholders do not ratify the appointment of KPMG LLP, the Audit Committee will consider a change of the independent registered public accounting firm for the next year. Your Board of Directors and the Audit Committee recommend that you vote FOR Proposal 2. Proposal 3 Advisory Approval of Executive Compensation The Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) requires, among other things, that we hold a non-binding, advisory vote to approve the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in this proxy statement. This proposal (sometimes referred to as a Say-on-Pay proposal) gives you, as a shareholder, the opportunity to approve or not approve our executive compensation through the following resolution: “Resolved, that the compensation paid to our named executive officers as disclosed pursuant to Item 402 of Regulation S- K, including the Compensation Discussion andAnalysis, compensation tables, and narrative discussion is hereby approved.” We believe that our executive compensation programs and policies appropriately align named executive officers’ incentives with shareholder interests and are designed to attract and retain high quality executive talent.We believe that our executive compensation programs and policies are and have been competitive within the industry and in comparison with the compensation programs and policies of competitors in the markets that we serve. We also believe that both the Corporation and shareholders benefit from responsive corporate governance policies and dialogue. This vote is advisory, which means that it is not binding on us or the board of directors, and may not be construed as overruling a decision by the board of directors or creating an additional fiduciary duty of the board of directors. However, the Compensation and Pension Committee will take into account the outcome of the vote when considering future executive compensation decisions. Our current policy is to provide shareholders with an opportunity to approve executive compensation each year at the annual meeting of shareholders. The next such vote is scheduled to occur at the 2019 annual meeting of shareholders. Your Board of Directors and the Compensation and Pension Committee recommend that you vote FOR Proposal 3. 6