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Section 1: 8-K (8-K)

8-K
CNB FINANCIAL CORP/PA false 0000736772 0000736772 2020-04-21 2020-04-21

 

 

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): April 21, 2020

 

CNB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Pennsylvania

 

000-13396

 

25-1450605

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (814) 765-9621

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

 

Name of each exchange

on which registered 

Common Stock, no par value

 

CCNE

 

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.  

 

 


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

On April 21, 2020, CNB Financial Corporation (the “Corporation”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Corporation’s shareholders considered the following proposals: (i) to elect four Class 1 directors and one Class 2 director; (ii) to vote on a non-binding advisory resolution on the compensation program for the Corporation’s named executive officers; (iii) to vote on a non-binding advisory basis on how frequently shareholders will be provided an opportunity to vote to approve the compensation program for the Corporation’s named executive officers; and (iv) to ratify the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2020. The proposals are described in detail in the Corporation’s Definitive Proxy Statement for the Annual Meeting, which was filed with the SEC on March 11, 2020. The final results for the votes regarding each proposal are set forth below.

Election of Directors

Class 1 Directors: The following persons were duly elected as Class 1 directors:

 

Peter F. Smith

   

Jeffrey S. Powell

   

Francis X. Straub III

   

Peter C. Varischetti

 

For

   

8,985,882

     

9,096,797

     

9,235,295

     

9,272,266

 

Against

   

707,759

     

601,128

     

464,503

     

437,577

 

Abstentions

   

38,759

     

34,475

     

32,602

     

22,558

 

Broker Non-Votes

   

1,570,779

     

1,570,779

     

1,570,779

     

1,570,778

 

Class 2 Director: The following person was duly elected as a Class 2 director:

 

Julie M. Young

 

For

   

9,235,585

 

Against

   

468,609

 

Abstentions

   

28,207

 

Broker Non-Votes

   

1,570,778

 

Advisory Vote to Approve Named Executive Officer Compensation

At the Annual Meeting, the Corporation’s shareholders approved, by non-binding advisory vote, the compensation paid to the Corporation’s named executive offices. The table below sets forth the voting results for this proposal:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

9,297,963

 

242,309

 

192,127

 

1,570,780

Advisory Vote to Select the Frequency of the Shareholder Vote to Approve Named Executive Officer Compensation

At the Annual Meeting, the Corporation’s shareholders voted, on a non-binding basis, for the shareholder vote on the compensation paid to the Corporation’s named executive officers to be held on an annual basis. The table below sets forth the voting results for this proposal:

One Year

 

Two Years

 

Three Years

 

Abstentions

 

Broker Non-Votes

8,602,626

 

269,077

 

665,213

 

195,485

 

1,570,778


Ratification of Crowe LLP as the Corporation’s Independent Registered Public Accounting Firm

At the Annual Meeting, the Corporation’s shareholders ratified the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2020. The table below sets forth the voting results for this proposal:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

11,145,129

 

125,271

 

32,779

 

The results reported above are final voting results.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

   

Description

         
 

99.1

   

Press Release dated April 21, 2020

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

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.

 

 

CNB FINANCIAL CORPORATION

             

Date: April 21, 2020

 

 

By:

 

/s/ Tito L. Lima

 

 

 

Tito L. Lima

 

 

 

Treasurer

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

News Release

 

LOGO              Contact: Richard L. Greslick, Jr.
                  Secretary
                  (814) 765-9621
   

 

FOR IMMEDIATE RELEASE

CNB FINANCIAL CORPORATION HOLDS ANNUAL MEETING

Clearfield, Pennsylvania - April 21, 2020

Following the annual meetings of CNB Financial Corporation (“CNB” or the “Corporation”) (Nasdaq:CCNE) and CNB Bank today, the Corporation announced that its shareholders elected Class 1 directors Peter F. Smith, Jeffrey S. Powell, Francis X. Straub, III and Peter C. Varischetti, each for a three-year term expiring at the 2023 annual meeting, and elected Class 2 director Julie M. Young for a two-year term expiring at the 2022 annual meeting.

The following directors retained their positions but did not stand for election this year: Richard L. Greslick, Jr., Deborah Dick Pontzer, Nicholas N. Scott, Joseph B. Bower, Jr., Robert W. Montler, Joel E. Peterson and Richard B. Seager.

In addition to the election of directors, shareholders ratified the appointment of the Corporation’s independent auditors, Crowe LLP, for the fiscal year ending December 31, 2020, approved on a non-binding, advisory basis the Corporation’s compensation program for its named executive officers and approved on a non-binding, advisory basis an annual frequency with respect to the non-binding, advisory vote on the compensation of the Corporation’s named executive officers.

In an effort to protect the wellness of its associates and shareholders during the coronavirus (COVID-19) pandemic, the Corporation held its shareholder meeting at its corporate office at 1 South Second Street, Clearfield, PA, and substantially condensed its presentation with respect to financials, initiatives and other relevant topics. This presentation will be posted to the Corporation’s website at http://www.snl.com/IRW/CorporateProfile/100790.

Any Investor Relations inquiries are directed to (814) 765-9621.

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $3.8 billion that conducts business primarily through CNB Bank, CNB Financial Corporation’s principal subsidiary. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division and 42 full-service offices in Pennsylvania, Ohio, and New York. CNB Bank’s divisions include ERIEBANK, based in Erie, Pennsylvania with offices in northwest Pennsylvania and northeast Ohio; FCBank, based in Worthington, Ohio with offices in central Ohio; and BankOnBuffalo, based in Buffalo, New York with offices in northwest New York. CNB Bank is headquartered in Clearfield, Pennsylvania with offices in central and north central Pennsylvania. More information about CNB Financial Corporation and CNB Bank may be found online at www.CNBBank.bank.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond CNB’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” CNB’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) the duration and scope of the COVID-19 pandemic and the local, national and global impact of COVID-19, (ii) actions governments, businesses and individuals take in response to the pandemic, (iii) the pace of recovery when the COVID-19 pandemic subsides, (iv) changes in general business, industry or economic conditions or competition; (v) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (vi) adverse changes or conditions in capital and financial markets; (vii) changes in interest rates; (viii) higher than expected costs or other difficulties related to integration of


combined or merged businesses; (ix) the effects of business combinations and other acquisition transactions, including the inability to realize our loan and investment portfolios; (x) changes in the quality or composition of our loan and investment portfolios; (xi) adequacy of loan loss reserves; (xii) increased competition; (xiii) loss of certain key officers; (xiv) deposit attrition; (xv) rapidly changing technology; (xvi) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xvii) changes in the cost of funds, demand for loan products or demand for financial services; and (xviii) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on CNB’s financial position and results of operations. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and forward-looking statement disclaimers in CNB’s annual and quarterly reports.

The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. CNB undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.

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