8-K

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): May 17, 2017

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 N. 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))

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 x

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. x

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2017, Patrick G. O’Brien was promoted to President of CB Financial Services, Inc. (the “Company”) and of its subsidiary bank, Community Bank, succeeding Barron P. McCune, Jr. in that office. Mr. McCune will continue to serve as Vice Chairman and Chief Executive Officer of both organizations. Mr. O’Brien had served as Senior Executive Vice President and Chief Operating Officer of the Company and Community Bank.

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

The Company held its annual meeting of stockholders on May 17, 2017. The final voting results as to each matter submitted to a vote of stockholders are as follows:

1. The following individuals were elected as directors for a three-year term and until their successors are elected and qualified, by the following vote:

Name	For	Withheld	Broker Non-Votes
Mark E. Fox	2,307,978	88,731	914,829
William C. Groves	2,175,956	220,753	914,829
John J. LaCarte	2,302,472	94,237	914,829
David F. Pollock	2,331,954	64,755	914,829

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, 2017 was ratified by the following vote:

For	Against	Abstain	Broker Non-Votes
3,319,732	61,650	130,156	-

Item 7.01 Regulation FD Disclosure.

On May 17, 2017, Messrs. McCune and O’Brien delivered a presentation to the attendees of the Company’s 2017 Annual Shareholders’ Meeting. A copy of the “CB Financial Services, Inc. – Shareholder Presentation” is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

On May 17, 2017, the Company issued a press release announcing the events reported under Items 5.02, 5.07 and 8.01 herein. A copy of the press release is furnished herewith as Exhibit 99.2 (“Annual Meeting Results”) and incorporated in this Item 7.01 by reference.

Item 8.01 Other Events.

On May 17, 2017, Ralph Burchianti was promoted to Executive Vice President and Chief Credit Officer of Community Bank. He had previously served as Executive Vice President of Loan Administration.

On May 17, 2017, CB Financial Services, Inc. (the “Company”) announced that its Board of Directors declared a cash dividend on the Company’s outstanding shares of stock. The dividend of $0.22 per share will be paid on or about June 19, 2017 to stockholders of record on June 9, 2017.

A copy of the press release announcing the cash dividend is included as Exhibit 99.3 (“Cash Dividend Declaration”) and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 CB Financial Services, Inc. – Shareholder Presentation

99.2 Press Release dated May 17, 2017 - Annual Meeting Results

99.3 Press Release dated May 17, 2017 - Cash Dividend Declaration

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: May 17, 2017	By:	/s/ Kevin D. Lemley
		Kevin D. Lemley
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

0 2017 Annual Shareholders' Meeting of CB Financial Services, Inc. The holding company of

1 Barron P. (“Pat”) McCune, Jr. Vice Chairman, President & CEO

2 Ralph J. Sommers, Jr. Chairman of the Board of Directors

3 Barron P. (“Pat”) McCune, Jr. Vice Chairman, President & CEO

4 Shareholder Presentation May 2017

5 Statements contained in this shareholder presentation that are not historical facts may constitute forward - looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 . Such forward - looking statements are subject to significant risks and uncertainties . The Company intends such forward - looking statements to be covered by the safe harbor provisions contained in the Act . The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain . Factors which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries include, but are not limited to, changes in market interest rates, general economic conditions, changes in federal and state regulation, actions by our competitors, loan delinquency rates, our ability to control costs and expenses, and other factors that may be described in the Company’s periodic reports as filed with the Securities and Exchange Commission . These risks and uncertainties should be considered in evaluating forward - looking statements and undue reliance should not be placed on such statements . The Company assumes no obligation to update any forward - looking statement except as may be required by applicable law or regulation . Forward - Looking Statements

6 The Strengths of Community Bank

7 Source: Company documents and SNL Financial; Data is as of 12/31/16. (1) Represents the period from 12/31/15 through 12/31/16. Based on period end balance sheet data. (2) Average cost of total deposits includes interest and non - interest bearing deposits. 2016 Average Cost of Total Deposits: 0.33% (2) 12/31/16 Deposits ($698M)  Stable, low cost deposit base; 33 bps cost of deposits for the year ended December 31, 2016  Nearly 80% non - time deposits; 7% time deposits >$250,000 and brokered deposits  Minimal increase in year over year (1 ) higher cost time deposit funding; 3.5% increase in noninterest bearing and transaction account deposits Deposit Composition Demand 24% NOW 15% MMDA & Savings 38% Time Deposits >$250,000 6% Time Deposits <$250,000 16% Brokered Deposits 1%

8 Loan Composition 12/31/16 Gross Loans HFI ($682M) Source: Company documents and SNL Financial; Data is as of 12/31/16. 2016 Average Yield on Loans: 4.42%  Balanced loan portfolio  Approximately 5% year over year C&I loan growth  No commercial real estate loan concentration issues  Consumer portfolio consists primarily of in - market, prime indirect auto lending Residential RE 40% Commercial RE 29% Construction 2% Commercial and Industrial 12% Consumer 17% Other 1%

9 Cost of Funds Source: SNL Financial and company documents, Peers include all commercial banks and bank holding companies headquartered in Pennsylvania with assets $300 million to $1.0 bil lion. Excludes mutual institutions and announced merger targets. Net Interest Margin  Strong net interest margin supported by stable cost of funds  Our stable, low cost core deposit base becomes increasingly important in a rising rate environment Net Interest Margin 3.89% 3.78% 3.83% 3.77% 3.90% 3.82% 3.68% 3.87% 2.50% 3.00% 3.50% 4.00% 4.50% CBFV PA Peer Median 0.38% 0.36% 0.36% 0.36% 0.38% 0.38% 0.39% 0.40% 0.00% 0.10% 0.20% 0.30% 0.40% 0.50% 0.60% CBFV PA Peer Median

10 Nonperforming Assets / Assets (1) Nonperforming Assets / Loans + OREO (1) NCOs / Avg. Loans Source: SNL Financial and company documents, Peers include all commercial banks and bank holding companies headquartered in Pennsylvania with assets $300 million to $1.0 billio n. Excludes mutual institutions and announced merger targets. (1) Non - Performing Assets = Nonaccrual + TDRs + 90 day past due and still accruing + OREO . Strong Asset Quality 1.23% 0.78% 0.86% 1.32% 1.02% 0.00% 0.50% 1.00% 1.50% 2.00% 2012Y 2013Y 2014Y 2015Y 2016Y CBFV PA Peer Median 1.92% 1.12% 1.01% 1.58% 1.26% 0.00% 1.00% 2.00% 3.00% 2012Y 2013Y 2014Y 2015Y 2016Y CBFV PA Peer Median 0.12% 0.17% 0.04% 0.11% 0.11% 0.00% 0.05% 0.10% 0.15% 0.20% 0.25% 2012Y 2013Y 2014Y 2015Y 2016Y CBFV PA Peer Median

11 Allowance for Loan Losses / NPLs (1) Allowance for Loan Losses / Loans Source: SNL Financial and company documents, Peers include all commercial banks and bank holding companies headquartered in Pennsylvania with assets $300 million to $1.0 billio n. Excludes mutual institutions and announced merger targets. (1) Non - Performing Loans = Nonaccrual + TDRs + 90 day past due and still accruing . Reserve Levels Support Capital Strength  Conservative credit culture  Allowance for loan loss balance rebuilt following the acquisition of FedFirst  Remaining FedFirst credit mark provides additional reserve support  Allowance for loan loss balance plus the remaining FedFirst credit mark has remained approximately 1.4% since the transaction closed in Q4 2014 1.70% 1.42% 0.76% 0.95% 1.14% 1.39% 1.43% 1.38% 0.00% 0.40% 0.80% 1.20% 1.60% 2.00% 2012Y 2013Y 2014Y 2015Y 2016Y CBFV Credit Mark PA Peer Median 102.1% 137.0% 73.9% 60.7% 92.6% 0% 50% 100% 150% 200% 2012Y 2013Y 2014Y 2015Y 2016Y CBFV PA Peer Median

12 Net Interest Income 80% Fee Income 20% Balanced Fee Revenue Mix With Opportunity For Continued Improvement Source: Company documents. Note: Fee income defined as noninterest income less net gain on sales of investments. Fee Revenue Mix – 2016  Fee income sources comprise approximately 20% of total revenue  Continued opportunity to improve deposit fee income from legacy FedFirst franchise  Wealth management business being incorporated into legacy FedFirst locations  Insurance business being incorporated into legacy Community Bank locations 2016 YTD Fee Income: $7.2 Million Revenue Mix – 2016 Deposit Fees & Sevice Charges 33% Insurance Commissions 43% BOLI Income 7% Other Noninterest Income 17%

13 Bank Capital Exceeds Regulatory Requirements 0% 2% 4% 6% 8% 10% 12% 14% 16% Common Equity Tier 1 Capital Tier 1 Capital (to Risk Weighted Assets) Total Capital (to Risk Weighted Assets) Tier 1 Leverage Capital (to Adjusted Total Assets) Capital Adequacy Purposes To Be Well Capitalized CB Actual Capital 13.38% 14.63% 9.80% 6.50% 6.00% 8.00% 8.00% 10.00% 4.00% 5.00% Community Bank Capital Ratios – FY 2016 - 12/31/2016 13.38% 4.50% Source: Company documents.

14

15 Ralph J. Sommers, Jr. Operations Center  22,500 square foot state - of - the - art facility  Total investment (approximately) - $5.0 million  Number of Employees (approximately) – 70  Back office operations will include loan and deposit operations, accounting and information technology  Begin moving into facility in June 2017  Security for our employees » Four levels of security to insure employee safety » Video surveillance in each department » Fire panel to assist first responders in case of an emergency  Pleasant work environment » Hardwood finishes provide an appealing work place » Lunchroom skylight and quiet rooms provide rest areas » Gazebo outdoor break area provides refreshing country views

16 Patrick G. O’Brien Senior Executive Vice President & COO

17 2016 Financial Performance

18 2016 Economic Review  Local economy of Greene, Fayette, Washington and Westmoreland Counties struggled during 2016 with retraction in coal and natural gas industries  Mid - year 2016, natural gas prices increased and started to spur natural gas exploration activity  Activity ramped up through rest of 2016 into 2017  Pittsburgh economy continued to be relatively strong  Technology, Medicine, Education

19 Shell Cracker Plant Site Source: The Pittsburgh Post - Gazette, Marcellus Drilling News and Google Earth.  340 - acre expanse on the southern bank of the Ohio and visible just off Interstate 376  Site specific infrastructure project already completed: » $70M relocation of the Center Township water supply » $60M relocation of Route 18 to accommodate the footprint of the facility; new bridge leading into the site was recently finished » Estimated total expenditures to date of $500 million  On June 7, 2016, Shell Chemical announced it would move forward to complete an ethane cracker plant in Beaver County, PA  Planning and construction on the estimated $6 billion facility is well underway  The project is estimated to employ up to 6,000 people during construction

20 Community Bank in 2016  Net Income - $7.6 million  ROA – 0.91%  ROE – 8.48%  Loan production was good » New commercial loans closed - $79.2 million » New mortgage loans closed - $48.3 million » New consumer loans closed - $70.3 million » Amounts disbursed under existing commercial lines of credit - $129.8 million  But experienced unusually high level of loan payoffs  Deposits grew $13.5 million during 2016  Deposits grew $13.3 million in the fourth quarter Source: Company documents.

21 First Quarter of 2017 Financial Results  Net Income - $1.7 million  ROA – 0.81% (1)  ROE – 7.66% (1)  Loan Growth – Recognized commercial and industrial and construction loan growth through originations  Deposit Growth - $25.0 million lead by transactional accounts  Credit Quality – Nonperforming loans to total loans decreased 13 basis points to 1.11% and nonperforming assets to total assets decreased 12 basis points to 0.90%  Loan Loss Metrics – Maintained total allowance for loan losses of approximately $7.8 million while reducing first quarter provision by $430,000 as compared to prior year’s first quarter  Exchange Underwriters – Contributed an increase of $214,000 in insurance commissions related to commercial lines and contingency income Source: Company documents (1) Financial ratios are reflected as projected annualized results.

22  April 2016: Bauer Financial awarded CBFV with its highest “Five Star” rating, available only to the strongest banks in the nation  April 25, 2016: American Banker magazine recognized CBFV as being among the “Top 200” performing community banks (2) in the nation for its three year average Return on Equity (2013 - 2015)  April 28, 2016: Pat McCune, President & CEO, was awarded the Good Neighbor Individual Community Member by Range Resources for his advocacy of the Marcellus  November 3, 2016: Washington County Community Foundation awarded Community Bank with the Charles C. Keller Excellence Award for Corporate Philanthropy  November 5, 2016 : Pat O’Brien and his wife Christine were awarded the Charles W. Pruitt, Jr. Difference Award by the Presbyterian SeniorCare CB Financial Services – Recent Achievements (1) Ambassador Financial Group 4 th Quarter Community Bank Report. (2) Includes bank holding companies, banks, and thrifts that had total assets of less than $2 billion as of 12/31/15 and that are publicly traded or report financials to the SEC.

23  Opportunistically grow to over $1.0 billion in total assets in the tri - state area  Create a sales culture which builds full relationships with our commercial business customers  Maintain above peer profitability while continuing to invest for the future  Empower our experienced, high quality employees to provide superior customer service in all aspects of our business  Be the Community Bank of choice in the tri - state area for small and medium sized businesses Strategic Vision for CB Financial Services

EX-99.2

EXHIBIT 99.2

CB Financial Services, Inc. Promotes Patrick G. O’Brien to President and Announces Results of Annual Shareholders’ Meeting

CARMICHAELS, Pa., May 17, 2017 (GLOBE NEWSWIRE) -- CB Financial Services, Inc. (“CB Financial” or the “Company”) (NASDAQ:CBFV), the holding company of Community Bank and Exchange Underwriters, Inc., a wholly-owned insurance subsidiary of Community Bank, today announced that Mark E. Fox, William C. Groves, John J. LaCarte and David F. Pollock were-elected as Directors, each to a three-year term, at the annual shareholders’ meeting held today.  Shareholders also ratified Baker Tilly Virchow Krause, LLP to serve as the Company’s independent registered public accountants.

At the annual re-organization meetings of the Boards of Directors which followed the annual shareholders’ meeting, Patrick G. (“Pat”) O’Brien was promoted to President of both CB Financial and Community Bank.   Barron P. McCune, Jr. will continue in the role of CEO of both organizations.  In addition, Executive Vice President of Loan Administration, Ralph Burchianti was promoted to Executive Vice President and Chief Credit Officer.

Ralph J. Sommers, Jr., Chairman of the Board of Directors of CB Financial and Community Bank, said, “We look forward to working with Mr. O’Brien as he prepares to assume the role of President and CEO when Mr. McCune eventually retires.  We also would like to recognize Ralph Burchianti for his long and valuable service to the Bank.”

Barron P. (“Pat”) McCune, Jr., Vice Chairman and Chief Executive Officer of CB Financial and Community Bank, stated, “I have known Pat O’Brien well for thirty years.  During that time he has been an exceptional banker and community leader throughout the tri-state area.  Pat was the President and CEO of First Federal Savings Bank (“First Federal”) when Community Bank and First Federal merged in 2014.  Since that time, he has served as the Senior Executive Vice President and Chief Operating Officer of CB Financial and Community Bank.  Pat shares my commitment to outstanding customer service and community development.  As I have begun to contemplate my eventual retirement, I recommended to the Board of Directors that Pat O’Brien be promoted to the office of President and be my eventual successor.  We are fortunate to have Pat and I am pleased that the Board has appointed him as President.  I will continue in my role as CEO of Community Bank and CB Financial Services, Inc. until my retirement.  I look forward to continuing to work with Pat to make Community Bank a better and more valuable company.”  Mr. McCune also noted that he and Mr. O’Brien have worked together on many non-profit and community endeavors during their long friendship.

Pat O’Brien commented, “I am honored and humbled to become the President of CB Financial Services, Inc. and Community Bank and to continue to work with Mr. McCune in building Community Bank.  It is an exceptional place to work and an exceptional opportunity for me.  I thank the Board for their confidence in me and in the future of Community Bank.”

About CB Financial Services, Inc

CB Financial Services, Inc. is the bank holding company for Community Bank, an $867 million Pennsylvania-chartered commercial bank. Community Bank operates 16 offices in Greene, Allegheny, Washington, Fayette, and Westmoreland Counties in southwestern Pennsylvania. Community Bank offers a broad array of retail and commercial lending and deposit services and provides commercial and personal insurance brokerage services through Exchange Underwriters, Inc., its wholly owned subsidiary.

For more information about CB Financial and Community Bank, visit our website at www.communitybank.tv.

Statements contained in this press release that are not historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to significant risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions contained in the Act. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries include, but are not limited to, changes in market interest rates, general economic conditions, changes in federal and state regulation, actions by our competitors, loan delinquency rates, our ability to control costs and expenses, and other factors that may be described in the Company’s periodic reports as filed with the Securities and Exchange Commission. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.

Contact:
Barron P. McCune, Jr.
Vice Chairman and Chief Executive Officer
Phone: (724) 225-2400
Fax: (724) 225-4903

EX-99.3

EXHIBIT 99.3

CB Financial Services, Inc. Announces Quarterly Cash Dividend

CARMICHAELS, Pa., May 17, 2017 (GLOBE NEWSWIRE) -- CB Financial Services, Inc. (the “Company”) (NASDAQ:CBFV), the holding company for Community Bank, today announced that its Board of Directors has declared a quarterly cash dividend of $0.22 per outstanding share of common stock. The dividend will be paid on or about June 19, 2017 to stockholders of record as of the close of business on June 9, 2017.

“We are pleased to continue the $0.22 per share dividend in the second quarter of 2017,” commented Barron P. McCune, Jr., Vice Chairman and Chief Executive Officer. “Our strong capital position and steady performance allows us to continue to provide value to our stockholders.”

About CB Financial Services, Inc.

CB Financial Services, Inc. is the bank holding company for Community Bank, a Pennsylvania-chartered commercial bank. Community Bank operates 16 offices in Greene, Allegheny, Washington, Fayette, and Westmoreland Counties in southwestern Pennsylvania. Community Bank offers a broad array of retail and commercial lending and deposit services and provides commercial and personal insurance brokerage services through Exchange Underwriters, Inc., its wholly owned subsidiary.

For more information about CB Financial Services, Inc. and Community Bank, visit our website at www.communitybank.tv.

Contact:
Barron P. McCune, Jr.
Vice Chairman and Chief Executive Officer
Phone: (724) 225-2400
Fax: (724) 225-4903