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): June 17, 2020
CB FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-36706 | 51-0534721 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 North Market Street, Carmichaels, Pennsylvania 15320
(Address of principal executive offices, including zip code)
(724) 966-5041
(Registrant’s telephone number, including area code)
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 $0.4167 per share | CBFV | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
CB Financial Services, Inc. (the “Company”) held its annual meeting of stockholders on June 17, 2020. The final vote result as to each matter submitted to a vote of stockholders is as follows:
| 1. | The following nominees were elected as directors of the Company, each for a three-year term and until his successor is elected and qualified, by the following vote: |
| Name | For | Withheld | Broker Non-Votes |
| Mark E. Fox | 2,911,017 | 172,346 | 1,380,590 |
| William C. Groves | 2,816,129 | 267,234 | 1,380,590 |
| John J. LaCarte | 2,847,175 | 231,388 | 1,380,590 |
| William G. Petroplus | 2,249,040 | 834,323 | 1,380,590 |
| David F. Pollock | 2,838,477 | 244,886 | 1,380,590 |
| 2. | The appointment of Baker Tilly Virchow Krause, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified by the following vote: |
| For | Against | Abstain | Broker Non-Votes |
| 4,424,684 | 26,706 | 12,563 | - |
| 3. | The compensation of the Company’s named executive officers, as disclosed in the proxy statement, was approved by the following advisory, non-binding vote: |
| For | Against | Abstain | Broker Non-Votes |
| 2,878,570 | 143,482 | 61,311 | 1,380,590 |
| 4. | The frequency of the stockholder advisory vote to approve the compensation of the Company’s named executive officers was determined by the following non-binding advisory vote: |
| Every Year | Every Two Years |
Every Three Years |
Abstain | Broker Non-Votes |
| 2,751,145 | 51,880 | 198,145 | 80,193 | 1,380,590 |
Based on the above vote, the Company has determined to include a stockholder advisory vote on executive compensation in its annual meeting proxy solicitation materials on an annual basis until the next required vote on the frequency of the stockholder advisory vote on executive compensation to occur at the Company’s 2026 Annual Meeting of Stockholders.
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 thereunto duly authorized.
| CB FINANCIAL SERVICES, INC. | ||
| Date: June 17, 2020 | By: | /s/ Barron P. McCune, Jr. |
|
Barron P. McCune, Jr. President and Chief Executive Officer |