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): June 20, 2018

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 ☒

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

On June 20, 2018, Patrick G. O’Brien, President of CB Financial Services, Inc. (the “Company”) and its subsidiary bank, Community Bank, was appointed Chief Executive Officer of the Company and Community Bank, succeeding Barron P. McCune, Jr. in that office. As previously reported, Mr. O’Brien succeeded Mr. McCune as President of both organizations. Mr. McCune will continue to serve as an Executive Consultant and a Director of both organizations.

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

The Company held its annual meeting of stockholders on June 20, 2018. 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
Karl G. Baily		2,428,948		100,238		875,719
Barron P. McCune, Jr.		2,462,827		66,359		875,719
Roberta Robinson Olejasz		2,428,224		100,962		875,719
Ralph J. Sommers, Jr.		2,453,429		75,757		875,719
John M. Swiatek		2,435,292		93,894		875,719

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, 2018 was ratified by the following vote:

For		Against		Abstain		Broker Non-Votes
	3,384,741		3,927		16,237		-0-

Item 7.01 Regulation FD Disclosure.

On June 20, 2018, Messrs. McCune and O’Brien delivered a presentation to the attendees of the Company’s 2018 Annual Shareholders’ Meeting. A copy of the “CB Financial Services, Inc. – Shareholder Presentation” is furnished herewith as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.

On June 20, 2018, the Company issued a press release announcing the events reported under Items 5.02 and 5.07 herein. A copy of the press release is furnished herewith as Exhibit 99.2 and incorporated in this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	CB Financial Services, Inc. Shareholder Presentation
99.2	Press Release dated June 20, 2018 Annual Meeting Results

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: June 20, 2018	By:	/s/ Kevin D. Lemley
		Kevin D. Lemley
		Executive Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

EX-99.2

EXHIBIT 99.2

CB Financial Services, Inc. Long-Serving Chief Executive Officer, Barron P. McCune, Jr., Retires and New Corporate Center Named in McCune’s Honor; CB Financial Appoints Patrick G. O’Brien as Chief Executive Officer and Announces Results of Annual Shareholders’ Meeting and Inclusion in the Russell 2000 Index

CARMICHAELS, Pa., June 20, 2018 (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 Karl G. Baily, Barron P. (“Pat”) McCune, Jr., Roberta Robinson Olejasz, Ralph J. Sommers, Jr. and John M. Swiatek were elected as Directors, each to a three-year term, at the annual shareholders’ meeting held today.  Shareholders also ratified the appointment of Baker Tilly Virchow Krause, LLP to serve as the Company’s independent registered public accountants.

At the shareholders’ meeting, Mr. McCune announced his retirement as Chief Executive Officer (“CEO”) of CB Financial and Community Bank. He will continue to serve both organizations as an Executive Consultant and a Director. Patrick G. “Pat” O’Brien, President of CB Financial and Community Bank, gave an emotional tribute to Mr. McCune and revealed that the new Community Bank corporate center is to be named the “Barron P. “Pat” McCune, Jr. Corporate Center” (“BPMCC”). 

At the annual re-organization meetings of the Boards of Directors which followed the annual shareholders’ meeting, Mr. O’Brien was appointed CEO of both CB Financial and Community Bank.  He is a lifelong resident of Washington County and is well known for his banking talent and numerous leadership positions in the community.

The BPMCC is a 22,000-square foot, two story commercial office building located at 2111 North Franklin Drive, Washington, PA, near the Washington Wild Things baseball stadium.  The first floor is occupied by Exchange Underwriters, a subsidiary of Community Bank and one of the area’s largest insurance agencies.  The second floor is about to be occupied by Community Bank’s executive officers, lenders, retail management, HR department, collections staff, and audit employees.  The building, which was entirely remodeled both inside and outside, features fiber optic communications, a porte cochere, a balcony, a gazebo and 150 parking spaces. A whole building back-up generator is designed to allow Exchange Underwriters and Community Bank to seamlessly serve their customers in any situation.

Mr. O’Brien noted that CB Financial was recently added to the prestigious “Russell 2000” Index.  CB Financial’s stock price has appreciated some 36% over the last 18 months while its market capitalization recently topped $194 million.  CB Financial now has approximately $1.2 billion in assets, and Community Bank operates 24 offices in Pennsylvania, West Virginia and Ohio.

Mr. O’Brien commented that Mr. McCune had overseen a dramatic increase in the size, strength and valuation of CB Financial and Community Bank, and added, “I am honored to name our new Corporate Center after Pat McCune, as a tribute to his talented leadership of Community Bank and his dedication to our community.”

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 sixteen offices in Greene, Allegheny, Washington, Fayette, and Westmoreland Counties in southwestern Pennsylvania, seven offices in Brooke, Marshall, Ohio, Upshur and Wetzel Counties in West Virginia, and one office in Belmont County in Ohio. 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:
Patrick G. O’Brien
President and Chief Executive Officer
Phone: (724) 225-2400
Fax: (724) 225-4903