UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Ident. No.) | ||
(Address of principal executive offices) | (Zip Code) | |||
( Registrant’s telephone number, including area code | ||||
N/A | ||||
(Former name or former address, if changed since last report.) |
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. |
On April 28, 2020, Penns Woods Bancorp, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders for which the Board of Directors solicited proxies to consider and vote upon the proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 23, 2020. As of the record date for the Annual Meeting, holders of a total of 7,040,966 shares of the Company’s common stock were entitled to vote on the matters considered at the Annual Meeting.
The proposals voted on at the Annual Meeting by shareholders of the Company and the voting results were as follows:
Proposal No. 1. Election of Class 3 directors.
Nominees | For | Withheld | Broker Nonvotes | |||
James M. Furey, II | 3,611,616 | 261,336 | 1,698,354 | |||
Richard A. Grafmyre | 3,597,952 | 274,999 | 1,698,354 | |||
D. Michael Hawbaker | 2,311,022 | 1,561,930 | 1,698,354 | |||
Brian L. Knepp | 3,441,428 | 429,381 | 1,698,354 | |||
Robert Q. Miller | 3,688,426 | 184,526 | 1,698,354 | |||
John G. Nackley | 3,682,509 | 190,443 | 1,698,354 |
Proposal No. 2. Proposal to Adopt Penns Woods Bancorp, Inc. 2020 Equity Incentive Plan.
Votes For | Votes Against | Abstentions | Broker Nonvotes | ||||
2,717,899 | 1,086,844 | 68,208 | 1,698,354 |
Proposal No. 3. Proposal to adopt Penns Woods Bancorp, Inc. 2020 Non-Employee Director Compensation Plan.
Votes For |
Votes Against |
Abstentions |
Broker Nonvotes |
3,377,740 |
376,698 | 118,513 | 1,698,354 |
Proposal No. 4. Non-binding (advisory) vote on the approval of executive compensation.
Votes For |
Votes Against |
Abstentions |
Broker Nonvotes |
1,846,325 | 1,926,935 | 99,692 | 1,698,354 |
Proposal No. 5. Ratification of the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2020.
Votes For |
Votes Against |
Abstentions |
Broker Nonvotes |
5,498,438 |
50,149 | 22,719 | 0 |
SIGNATURES
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 hereunto duly authorized.
PENNS WOODS BANCORP, INC. | ||
Dated: April 29, 2020 | ||
By: | /s/ Brian L. Knepp | |
Brian L. Knepp | ||
President and Chief Financial Officer | ||