8-K 1 f8k_062018.htm FORM 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 5.02Departure 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 5.07Submission 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 7.01Regulation 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 9.01Financial 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