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Section 1: 8-K (8-K QNB CORP BY LAWS CHANGE)

qnbc-8k_20200506.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

 

May 6, 2020

Date of Report (Date of earliest event reported)

 

QNB Corp.

(Exact name of registrant as specified in its charter)

 

Pennsylvania

 

000-17706

 

23-2318082

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Ident. No.)

 

 

 

 

 

15 North Third Street, P.O. Box 9005, Quakertown, PA

 

18951-9005

(Address of principal executive offices)

 

(Zip Code)

 

(215) 538-5600

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:  None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 5, 2020, the Board of Directors of QNB Corp. (the “Company”) amended Section 2.1 of the Company’s by-laws (Place of Shareholders’ Meetings) and Section 2.5 of the Company’s by-laws (Quorum of and Action by Shareholders) to add language to permit holding meetings of shareholders by means of internet or other electronic communications technology and to provide that the presence or participation by a shareholder at a meeting of shareholders, including voting and taking other action by electronic means, including the internet, will constitute the presence of, or vote or action by, the shareholder at the meeting.

 

The amendments to the Company’s by-laws are attached hereto as Exhibit 3.1.  

 

Item 8.01Other Events.

 

On May 6, 2020, the Company, issued a press release announcing that, due to the emerging health concerns relating to the coronavirus (COVID-19) pandemic, the previously scheduled annual meeting of shareholders on May 26, 2020 will now be held as a virtual meeting.  Shareholders will not be able to attend the virtual meeting in person, but will have the ability to participate in the meeting by virtual means, to vote their shares electronically, and to submit questions during the virtual meeting.  Additionally, shareholders will be deemed to be "present" if they access the annual meeting through the virtual platform.

 

The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits:

 

3.1

Amendments to Section 2.1 and Section 2.5 of the Company’s by-laws.

99.1

Press release, dated May 6, 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.

 

 

QNB Corp.

 

 

 

Dated:   May 6, 2020

 

 

 

 

 

 

By:

/s/  Janice S. McCracken Erkes

 

 

 

 

Janice S. McCracken Erkes

 

 

 

Chief Financial Officer

 

 

 

 

 

 

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Section 2: EX-3.1 (EX-3.1)

qnbc-ex31_6.htm

Exhibit 3.1

 

Text of Amended and Restated Sections 2.1 and 2.5 of By-laws

(Revisions Shown by Underlining)

 

Section 2.1:

 

“Section 2.1     Place of Shareholders' Meetings. Meetings of shareholders shall be held at such places within or without the Commonwealth of Pennsylvania as may be fixed by the Board of Directors, from time to time. If no such place is fixed by the Board of Directors, meetings of the shareholders shall be held at the registered office of the Corporation.  Notwithstanding the preceding, if a meeting of the shareholders is held by means of the internet or other electronic communications technology in a fashion pursuant to which the shareholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the shareholders, pose questions to the directors, make appropriate motions and comment on the business of the meeting, the meeting need not be held at a particular geographic location.”

 

 

Section 2.5:

 

“Section 2.5     Quorum of and Action by Shareholders.  Unless otherwise provided in the Articles of Incorporation, the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for the purposes of considering such matter, and, unless otherwise specifically provided by law, a majority of the votes cast by shareholders at a duly organized meeting shall be the acts of the shareholders.  The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.  If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by law, adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of Directors, those shareholders who attend the second of such adjourned meetings, although less than a quorum as fixed in this Section, or in the Articles of Incorporation, shall nevertheless constitute a quorum for the purpose of electing Directors.  The presence or participation, including voting and taking other action, at a meeting of shareholders or the expression of consent or dissent to corporate action by a shareholder by conference telephone or other electronic means, including, without limitation, the internet, shall constitute the presence of, or vote or action by, the shareholder for purposes of these By-laws.”

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Section 3: EX-99.1 (EX-99.1)

qnbc-ex991_17.htm

 

Exhibit 99.1

 

 

 

P.O. Box 9005

Quakertown PA 18951-9005

P: 215.538.5600

F: 215.538.5765

QNBbank.com

 

 

FOR IMMEDIATE RELEASE

 

 

QNB Corp. to Hold Previously Announced May 26, 2020 Annual Meeting of Shareholders by Virtual Means Due to Coronavirus Concerns

 

QUAKERTOWN, PA (May 6, 2020) QNB Corp. (OTCBB: QNBC), parent Company of QNB Bank today announced that, due to the continuing public health concerns relating to the coronavirus (COVID-19) pandemic, and to protect the health and well-being of its shareholders, employees, and other stakeholders, the Company's 2020 annual shareholder meeting will now be held virtually. A proxy statement supplement will be filed today with the Securities Exchange Commission with additional information concerning the virtual meeting, which we urge shareholders to read in its entirety.

 

Although shareholders will not be able to attend the annual meeting in person, virtual attendance capabilities will provide shareholders the ability to participate and ask questions during the meeting. Additionally, the Company's shareholders will be deemed to be "present" if they access the annual meeting through the virtual platform and they will be able to vote their shares at the annual meeting, or revoke or change a previously submitted vote, through the virtual platform.

 

The virtual meeting will be held on the same date and time as previously announced, May 26, 2020 at 11:00 a.m. (EDT).  As described in the proxy materials for the annual meeting previously distributed, the Company's shareholders are entitled to participate in the annual meeting if they were a shareholder of record as of the close of business on March 24, 2020, which is the record date for the annual meeting. The proxy card included with the proxy materials previously distributed will not be updated to reflect the information provided in this announcement and may continue to be used to vote each shareholder's shares in connection with the annual meeting.

 

Shareholders will be able to attend the meeting online, vote their shares electronically, and submit their questions during the meeting by visiting www.meetingcenter.io/223282502. In light of the foregoing, the

 


 

QNB Corp. - Page 2 of 2

Company urges shareholders to consider voting and submitting proxies in advance of the annual meeting as described in the proxy materials previously provided to the Company's shareholders.

 

QNB Corp. offers commercial and retail banking services through the twelve banking offices of its subsidiary, QNB Bank. QNB Corp.’s stock is traded in the over-the-counter market under the symbol “QNBC.” For more information, visit QNB’s web site at QNBbank.com.

 

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CONTACT:

David W. Freeman – President/Chief Executive Officer

 

215-538-5600 x5619

 

[email protected]

 

 

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