0000946275-17-000035.txt : 20170427 0000946275-17-000035.hdr.sgml : 20170427 20170427094915 ACCESSION NUMBER: 0000946275-17-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170425 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170427 DATE AS OF CHANGE: 20170427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORWOOD FINANCIAL CORP CENTRAL INDEX KEY: 0001013272 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232828306 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28364 FILM NUMBER: 17786621 BUSINESS ADDRESS: STREET 1: 717 MAIN ST STREET 2: PO BOX 269 CITY: HONESDALE STATE: PA ZIP: 18431 BUSINESS PHONE: 7172531455 8-K 1 f8k_042517-0160.htm FORM 8-K - NORWOOD FINANCIAL CORP.


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 25, 2017
  
 
NORWOOD FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

Pennsylvania
0-28364
23-2828306
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

717 Main Street, Honesdale, Pennsylvania
18431
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:          (570) 253-1455

Not Applicable
(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 (see General Instruction A.2. below):

☐           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. ☐
 


NORWOOD FINANCIAL CORP.

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.07.  Submission of Matters to a Vote of Security Holders
 
    (a)   On April 25, 2017, the Company held its annual meeting of stockholders.
 
    (b)   The following is a record of the vote on each matter presented at the annual meeting.

(1)
Election of Directors

Nominee
  
For
  
Withheld
 
 Broker Non-Vote
             
Joseph W. Adams
  
2,476,705
  
17,990
  
783,344
Kevin M. Lamont
  
2,463,988
  
30,707
  
783,344
Dr. Kenneth A. Phillips
  
2,463,242
  
31,453
  
783,344

There were no abstentions in the election of directors.
(2)            Ratification of appointment of S.R. Snodgrass, P.C. as independent auditors for the fiscal year ending December 31, 2017.

For
  
Against
 
Abstain
         
3,253,606
  
18,018
  
6,415
         

There were no broker non-votes on the ratification of auditors.

(3) Approval of a non-binding resolution on executive compensation.

For
  
Against
  
Abstain
  
Broker
Non-Vote
2,190,358
  
172,739
  
131,598
  
783,344

(4) Whether advisory votes on executive compensation should occur every one, two or three years.

One Year
  
Two Years
  
Three Years
  
Abstain
  
Broker
Non-Vote
844,671
  
38,823
  
1,463,946
  
147,255
  
783,344

For further information, reference is made to the Registrant's press release dated April 27, 2017, which is filed herewith as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

(d)       Exhibits:

99.1 Press Release, dated April 27, 2017

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.


   
NORWOOD FINANCIAL CORP.
 
 

Date:April 27, 2017
  
By: 
/s/ Lewis J. Critelli
     
Lewis J. Critelli
President and Chief Executive Officer
(Duly Authorized Representative)

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE

 
NORWOOD FINANCIAL CORP
HOLDS ANNUAL MEETING OF STOCKHOLDERS


FOR IMMEDIATE RELEASE – April 27, 2017

HONESDALE, PENNSYLVANIA
The 146th Annual Meeting of Stockholders of Norwood Financial Corp (Nasdaq-NWFL), Parent Company of Wayne Bank was held on Tuesday, April 25th at the Company's headquarters in Honesdale.
Business conducted at the Annual Meeting included remarks by Chairman of the Board William W. Davis, Jr., who chaired the meeting.  Matters presented to, and approved by, stockholders were the re-election of company directors Joseph W. Adams, Kevin M. Lamont and Dr. Kenneth A. Phillips, the ratification of S.R. Snodgrass, P.C., as the Company's independent auditors for 2017, the approval of a non-binding resolution approving the compensation of the Company's named Executive Officers, and whether an advisory vote on executive compensation should occur every three years.  The meeting also included presentations to stockholders from President and Chief Executive Officer Lewis J. Critelli and Executive Vice President and Chief Financial Officer William Lance.
Chairman Davis welcomed stockholders and introduced the Directors and Executive Officers seated at the head table.  He then turned the meeting over to Mr. Critelli, who conducted the formal business portion of the meeting.
Mr. Lance provided stockholders with a detailed report of the Company's financial results for 2016.  Among the highlights of the Company's performance in 2016 cited by Mr.
 
Lance were net earnings of $6.7 million and an increase in cash dividends paid to shareholders from $1.24 per share in 2015 to $1.25 per share in 2016.  Mr. Lance also discussed the impact on 2016 results due to the acquisition of Delaware Bancshares, Inc. in 2016, and cited key ratios.
Mr. Critelli's address included the results for the first quarter of 2017 and a summary of plans for the remainder of the year.  Mr. Critelli noted first quarter earnings of $2.4 million and earnings per share (diluted) of $.57.  Total assets were $1.1 billion as of March 31, 2017, with total loans outstanding of $719.4 million, deposits of $931.4 million and stockholders' equity at $113.0 million.  Mr. Critelli also commented on the Company's reduction of non-performing assets.
At the Bank's annual reorganization meeting, executive appointments for the ensuing year included:
William W. Davis, Jr.   -    Chairman of the Board
Dr. Andrew A. Forte.   -    Vice Chairman of the Board
Lewis J. Critelli     -    President & Chief Executive Officer
William S. Lance                 -    Executive Vice President, Chief Financial Officer &  Secretary
Norwood Financial Corp, through its subsidiary Wayne Bank, operates fourteen offices in Northeastern Pennsylvania and twelve offices in the Southern Tier of New York.  The Company's stock is traded on the Nasdaq Market, under the symbol, "NWFL".
The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements.  When used in this discussion, the words "believes", "anticipates", "contemplates", "expects", and similar expressions are intended to identify forward-looking statements.  Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. 
 
Those risks and uncertainties include changes in federal and state laws, changes in interest rates, risks associated with the acquisition of Delaware Bancshares, Inc., government fiscal policies, the ability to control costs and expenses, demand for real estate, cybersecurity risks and general economic conditions.  The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Contact: William S. Lance
     Executive Vice President & Chief Financial Officer
     NORWOOD FINANCIAL CORP
       570-253-8505
     www.waynebank.com