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): December 19, 2018
CB FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
| Pennsylvania | 001-36706 | 51-0534721 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 100 North Market Street, Carmichaels, Pennsylvania | 15320 |
| (Address of Principal Executive Offices) | (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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [ 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 standard 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 December 19, 2018, Barron P. McCune, Jr. notified CB Financial Services, Inc. (the “Company”) and its wholly-owned subsidiary, Community Bank (the “Bank”), of his decision to retire from the Boards of Directors of the Company and the Bank effective January 1, 2019. His retirement is not related to any disagreement with the Company or the Bank on any matter relating to the Company’s or the Bank’s operations, policies or practices. On December 19, 2018, and at the recommendation of the Nominating/Corporate Governance Committee, the Company and the Bank appointed Ralph Burchianti to the Boards of Directors of the Company and the Bank effective January 1, 2019. Mr. Burchianti serves as Executive Vice President – Chief Credit Officer of the Bank. There are no transactions between Mr. Burchianti and the Company and/or the Bank requiring disclosure pursuant to SEC Regulation S-K, other than his employment agreement with the Bank which is incorporated herein by reference. For additional information, reference is made to the Company’s press release dated December 19, 2018, which is attached as an exhibit hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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.
| CB FINANCIAL SERVICES, INC. | ||
| Date: December 19, 2018 | By: | /s/ Kevin D. Lemley |
| Kevin D. Lemley | ||
| Executive Vice President and Chief Financial Officer | ||
EXHIBIT 99.1
CB Financial Services, Inc. Announces Director Barron P. McCune, Jr. Retirement and Appointment to Emeritus Director; CB Financial Appoints Ralph Burchianti to the Board of Directors
WASHINGTON, Pa., Dec. 19, 2018 (GLOBE NEWSWIRE) -- CB Financial Services, Inc. (“CB Financial” or the “Company”) (NASDAQGM: CBFV), the holding company of Community Bank and Exchange Underwriters, Inc., a wholly-owned insurance subsidiary of Community Bank, today announced that Barron P. (“Pat”) McCune, Jr. notified the Company’s and Community Bank’s Boards of Directors of his decision to retire from the Boards of Directors effective January 1, 2019. Based on Mr. McCune’s combined years of service to the Company and Community Bank along with his institutional knowledge of the organization, and to provide for his continued affiliation with the Company so as to be available to render services to the Company as requested by the Company, the Company’s Board of Directors has appointed Mr. McCune as an Emeritus Director.
At the unanimous recommendation of the Nominating/Corporate Governance Committee of the Board of Directors, the Company and Community Bank have appointed Ralph Burchianti to their Boards of Directors to fill the vacancy that will be created by Mr. McCune’s retirement. The Board of Directors reviewed Mr. Burchianti’s credentials, including his years of service as Executive Vice President – Chief Credit Officer of Community Bank, and considered the recommendation of the Nominating/Corporate Governance Committee. Mr. Burchianti’s board appointment will become effective January 1, 2019, and he will serve in the Company’s class of directors with terms expiring in 2021.
Patrick G. (“Pat”) O’Brien, President and Chief Executive Officer of CB Financial and Community Bank, commented, “The Company and Community Bank Board of Directors wish Pat McCune well in his retirement. We also appreciate his years of service and willingness to continue serving as Emeritus Director. To have his expertise and knowledge at the Company’s request is invaluable. In the same sentiment, Ralph Burchianti’s appointment to the Board of Directors is another great achievement in his long tenured career at Community Bank. Mr. Burchianti has been with Community Bank since 1985 and has created a high quality credit culture that has permitted us to grow our loan portfolio to approximately $900 million in a safe and profitable manner. I am excited that Ralph Burchianti will now be a part of our Board of Directors.”
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