8-K 1 f8k_042517-0160.htm FORM 8-K - NORWOOD FINANCIAL CORP.


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 25, 2017
  
 
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)).

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 April 25, 2017, the Company held its annual meeting of stockholders.
 
    (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
  
2,476,705
  
17,990
  
783,344
Kevin M. Lamont
  
2,463,988
  
30,707
  
783,344
Dr. Kenneth A. Phillips
  
2,463,242
  
31,453
  
783,344

There were no abstentions in the election of directors.
(2)            Ratification of appointment of S.R. Snodgrass, P.C. as independent auditors for the fiscal year ending December 31, 2017.

For
  
Against
 
Abstain
         
3,253,606
  
18,018
  
6,415
         

There were no broker non-votes on the ratification of auditors.

(3) Approval of a non-binding resolution on executive compensation.

For
  
Against
  
Abstain
  
Broker
Non-Vote
2,190,358
  
172,739
  
131,598
  
783,344

(4) Whether advisory votes on executive compensation should occur every one, two or three years.

One Year
  
Two Years
  
Three Years
  
Abstain
  
Broker
Non-Vote
844,671
  
38,823
  
1,463,946
  
147,255
  
783,344

For further information, reference is made to the Registrant's press release dated April 27, 2017, which is filed herewith as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

(d)       Exhibits:

99.1 Press Release, dated April 27, 2017

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:April 27, 2017
  
By: 
/s/ Lewis J. Critelli
     
Lewis J. Critelli
President and Chief Executive Officer
(Duly Authorized Representative)