Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - NORWOOD FINANCIAL CORP | d936388dex991.htm |
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) May 26, 2020
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)). |
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
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | On May 26, 2020, the Company held its annual meeting of stockholders in virtual format. |
| (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 |
3,777,012 | 348,966 | 1,380,822 | |||||||||
| Kevin M. Lamont |
3,767,480 | 358,498 | 1,380,822 | |||||||||
| Dr. Kenneth A. Phillips |
3,972,833 | 153,145 | 1,380,822 | |||||||||
There were no abstentions in the election of directors.
(2) Approval of the Agreement and Plan of Merger dated January 8, 2020, by and among Norwood Financial Corp., Wayne Bank, UpState New York Bancorp, Inc. and USNY Bank.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 4,046,000 |
65,146 | 14,832 | 1,380,822 |
(3) Ratification of appointment of S.R. Snodgrass, P.C. as independent auditors for the fiscal year ending December 31, 2020.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 5,457,848 |
34,447 | 14,505 | — |
There were no broker non-votes on the ratification of auditors.
(4) Approval of the non-binding advisory resolution on executive compensation.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 3,888,526 |
169,426 | 68,026 | 1,380,822 |
For further information, reference is made to the Registrant’s press release dated May 27, 2020, which is filed herewith as Exhibit 99.1 and incorporated herein by this reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| 99.1 | Press Release, dated May 27, 2020 | |
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: May 27, 2020 | By: | /s/ Lewis J. Critelli | ||||
| Lewis J. Critelli President and Chief Executive Officer (Duly Authorized Representative) | ||||||