Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 17, 2018

 

 

CNB FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

 

 

 

Pennsylvania   000-13396   25-1450605

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification Number)

1 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices)

Registrant’s telephone number, including area code: (814) 765-9621

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders

CNB Financial Corporation (the “Corporation”) held its Annual Meeting of Shareholders on April 17, 2018 for the purpose of: (i) selecting four Class 3 directors, (ii) voting on a non-binding advisory resolution on the Corporation’s compensation program for its named executive officers, (iii) ratifying the appointment of independent auditors, and (iv) transacting such other business as would properly come before the meeting.

Results of the shareholder voting on the class 3 directors were as follows:

 

     Joseph B.      Robert W.      Joel E      Richard B.  
     Bower, Jr.      Montler      Peterson      Seager  

For

     9,060,313        8,969,388        9,077,576        9,000,701  

Against

     288,442        363,293        270,975        320,199  

Abstentions

     238,937        255,011        239,141        266,792  

Broker Non-Votes

     1,524,742        1,524,742        1,524,742        1,524,742  

Results of the advisory vote on executive compensation were as follows:

 

For

     9,165,900  

Against

     319,730  

Abstentions

     102,062  

Broker Non-Votes

     1,524,742  

Results of the ratification of Crowe Horwath LLP as independent auditors were as follows:

 

For

     10,929,835  

Against

     105,831  

Abstentions

     76,768  

Broker Non-Votes

     —    

The total shares voted at the annual meeting were 11,112,434.

The Corporation’s press release regarding the results of the Annual Meeting is filed as Exhibit 99.1 herewith and is incorporated by reference herein.


Item 8.01. Other Events

CNB Financial Corporation shareholders and CNB Bank each held separate annual meetings on April 17, 2018.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits: Exhibit 99.1 News Release announcing annual meeting


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    CNB Financial Corporation
Date: April 18, 2018     By:   /s/ Brian W. Wingard
      Brian W. Wingard
      Treasurer