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
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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 5 - Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | On April 23, 2024, 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 | |||||||||
| James O. Donnelly |
4,447,092 | 78,173 | 1,787,445 | |||||||||
| Lewis J. Critelli |
3,905,914 | 619,351 | 1,787,445 | |||||||||
| Meg L. Hungerford |
4,411,821 | 113,444 | 1,787,445 | |||||||||
There were no abstentions in the election of directors.
| (2) | Approval of the Norwood Financial Corp 2024 Equity Incentive Plan; |
| For |
Against |
Abstain | ||
| 4,203,841 | 262,203 | 59,221 |
| (3) | Ratification of appointment of S.R. Snodgrass, P.C. as independent auditors for the fiscal year ending December 31, 2024; |
| For |
Against |
Abstain | ||
| 6,058,592 | 31,031 | 223,087 |
There were no broker non-votes on the ratification of auditors.
On April 26, 2024, the Company issued a press release announcing the results of the Annual Meeting. For further information, reference is made to the press release dated April 26, 2024, which is filed herewith as Exhibit 99.1 and incorporated herein by this reference.
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 April 26, 2024 | |
| 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: April 26, 2024 | By: | /s/ William S. Lance | ||
| William S. Lance | ||||
| Executive Vice President and Chief Financial Officer | ||||
| (Duly Authorized Representative) | ||||
Exhibit 99.1
NORWOOD FINANCIAL CORP
HOLDS ANNUAL MEETING OF SHAREHOLDERS
FOR IMMEDIATE RELEASE – April 26, 2024
HONESDALE, PENNSYLVANIA
The 153rd Annual Meeting of Shareholders of Norwood Financial Corp (Nasdaq-NWFL), parent company of Wayne Bank, was held in person on Tuesday, April 23, 2024, at 6th & River, Honesdale, Pennsylvania.
Matters presented to, and approved by, stockholders were the re-election of company directors Lewis J. Critelli, James O. Donnelly, and Meg L. Hungerford, the ratification of S.R. Snodgrass, P.C., as the Company’s independent auditors for the fiscal year ending December 31, 2024, and the approval of the Norwood Financial Corp 2024 Equity Incentive Plan. The Annual Meeting also included presentations to shareholders from President and Chief Executive Officer, James O. Donnelly and Executive Vice President and Chief Financial Officer, William S. Lance.
Chairman Lewis J. Critelli welcomed shareholders and introduced the Directors present at the meeting. He then turned the meeting over to Mr. Donnelly, who conducted the formal business portion of the meeting.
Mr. Lance provided shareholders with a detailed report of the Company’s financial results for the 2023 fiscal year. Among the highlights of the Company’s performance in 2023 cited by Mr. Lance, was loan growth of 8.8%, deposit growth of 3.9%, and an increase in cash dividends paid to shareholders.
Mr. Donnelly’s address included the results for the first quarter of 2024 and a summary of the opportunities in many of the Company’s markets. Mr. Donnelly noted first quarter earnings were $4.4 million, earnings per share (diluted) were $0.55 per share, total loans increased 4.5% annualized, total deposits increased 9.8% annualized, and the net interest margin was 2.79%. As of March 31, 2024, the Company had total assets of $2.3 billion, total loans outstanding of $1.6 billion, deposits of $1.8 billion, and stockholders’ equity of $181.2 million.
Norwood Financial Corp, through its subsidiary Wayne Bank, operates fourteen offices in Northeastern Pennsylvania and fifteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. The Company’s stock is traded on the Nasdaq Market, under the symbol, “NWFL”.
Forward-Looking Statements
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”, “bode”, “future performance” 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, our ability to maintain strong credit quality metrics, our ability to have future performance, our ability to control core operating expenses and costs, demand for real estate, government fiscal and trade policies, cybersecurity 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 |
Document and Entity Information |
Apr. 23, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001013272 |
| Document Type | 8-K |
| Document Period End Date | Apr. 23, 2024 |
| Entity Registrant Name | NORWOOD FINANCIAL CORP |
| Entity Incorporation State Country Code | PA |
| Entity File Number | 0-28364 |
| Entity Tax Identification Number | 23-2828306 |
| Entity Address, Address Line One | 717 Main Street |
| Entity Address, City or Town | Honesdale |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 18431 |
| City Area Code | (570) |
| Local Phone Number | 253-1455 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.10 per share |
| Trading Symbol | NWFL |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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