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 21, 2015

 

 

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))

 

 

 


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 21, 2015 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 shareholder voting on the class 3 directors were as follows:

 

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

For

     8,087,900        8,157,102        8,235,513        8,146,849  

Against or Withheld

     371,002        301,800        223,389        312,053  

Abstentions

     —           —           —           —     

Broker Non-Votes

     1,703,562        1,703,562        1,703,562        1,703,562  

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

 

For

     7,610,375   

Against

     614,910  

Abstentions

     233,617   

Broker Non-Votes

     1,703,562  

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

 

For

     9,998,004   

Against

     103,481  

Abstentions

     60,979   

Broker Non-Votes

     —    

The total shares voted at the annual meeting were 10,162,464.

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 21, 2015.

 

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 23, 2015 By:

/s/ Brian W. Wingard

Brian W. Wingard
Treasurer


Exhibit Index

 

Number

  

Description

Exhibit 99.1    News Release announcing annual meeting.