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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) March 28, 2022

 

 

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:

 

 

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)).

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.10 per share   NWFL   The Nasdaq Stock Market LLC

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

Section 8 – Other Events

 

Item 8.01

Other Events.

On March 28, 2022, Norwood Financial Corp (the “Company”) announced that James O. Donnelly had accepted an offer (the “Offer”) to become President and Chief Executive Officer of the Company, and its wholly owned subsidiary, Wayne Bank (the “Bank”), effective upon his first day of employment with the Company anticipated to be in early May, 2022. Following his appointment as President and Chief Executive Officer, he will also be appointed as a member of the Board of Directors of the Company and the Bank (the “Board”).

Mr. Donnelly, age 54, joins the Company from Bangor Savings Bank where he was since 2015 and served most recently as its Executive Vice President and Chief Commercial Officer for the past five years. Mr. Donnelly will bring to the chief executive officer role substantial experience and leadership skills in the areas of retail banking, lending, credit, financial management, wealth management and franchise growth through acquisitions.

A copy of the press release issued by the Company announcing the Offer is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits. The following exhibits are filed herewith:

 

Number

  

Description

99.1    Press Release dated March 28, 2022, announcing the Offer.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: March 28, 2022     By:  

/s/ Lewis J. Critelli

      Lewis J. Critelli
     

President and Chief Executive Officer

(Duly Authorized Representative)