UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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) | ||||