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Section 1: 8-K (8-K)

8-K Annual Meeting Vote

 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





ly

 

 

Date of Report (Date of Earliest Event Reported):

 

 

April 25, 2018

 


 

DNB Financial Corporation

__________________________________________

(Exact name of registrant as specified in its charter)





 

 

 

Pennsylvania

1-34242

23-2222567

 

_____________________

(State or other jurisdiction

_____________

(Commission

______________

(I.R.S. Employer

 

of incorporation)

File Number)

Identification No.)

 

   

 

 

 

4 Brandywine Avenue, Downingtown, Pennsylvania

 

19335

 

_________________________________

(Address of principal executive offices)

 

___________

(Zip Code)

 



 

Registrant’s telephone number, including area code:

 

(610) 269-1040

 



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))



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.






 







 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

On April 25, 2018, the Company held its annual meeting of shareholders. At the annual meeting, three matters were submitted to a vote of shareholders: (1) the election of four nominees to the Board of Directors of the Company for terms expiring in 2021; (2) an advisory (non-binding) "Say On Pay" resolution to approve executive officer compensation; and (3) the ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The number of votes cast for, against, or withheld as to each such matter or nominee, as well as the number of abstentions as to each such matter or nominee, are set forth below.

 

Proposal 1 - Election of four Class “B” Directors

 

Nominee

 

 

FOR

WITHHOLD

Peter R. Barsz

 

 

2,725,369

 50,888

James R. Biery

 

 

2,731,875

 36,670

Thomas A. Fillippo

 

 

2,666,410

111,028

Daniel O’Donnell

 

 

2,740,386

 37,057









Proposal 2– An advisory (non-binding) "Say On Pay" resolution to approve executive officer compensation



 

FOR

AGAINST

ABSTAIN



 

2,510,637  217,248  49,552 













Proposal 3 - Ratification of BDO USA, LLP as the registered public accounting firm for the fiscal year ending December 31, 2018

 



 

FOR

AGAINST

ABSTAIN



 

3,477,310  35,112  2,152 













Item 9. 01. Financial Statements and Exhibits.



(c) Exhibits. None








 






 







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.



 

DNB Financial Corporation



 

April 26, 2018

By:  

/s/ Gerald F. Sopp

 

 

Name: Gerald F. Sopp

 

 

Title: Chief Financial Officer and Executive Vice President










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