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)

March 21, 2014

CNB FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Pennsylvania	000-13396	25-1450605
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

CNB BANK

1 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices)

Registrant’s telephone number, including area code: (814) 765-9621

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))

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On March 28, 2014, CNB Financial Corporation (the “Corporation”) distributed a notice to participants in the Corporation’s 401(k) Savings Plan referred to as the CNB Bank Employees’ Savings & Profit Sharing Plan and Trust (the “401(k) Plan”) notifying participants that, effective April 28, 2014, there will be a change in the mix of funds offered to participants in the 401(k) Plan. The notice indicates that fund swaps are scheduled to begin on April 28, 2014, and that, due to the number of plans involved in this fund swap, a blackout period will begin on April 28, 2014, which is expected to end during the week of May 5, 2014 (the “Blackout Period”). During the Blackout period, participants in the 401(k) Plan will temporarily be unable to make changes or effect transactions within their accounts, including redirecting investment allocations or requesting withdrawals or distributions of any type from the 401(k) Plan.

In connection with the foregoing, the Corporation received the notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 on March 21, 2014, and sent a notice (the “Notice”) to its directors and executive officers on March 28, 2014, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR, regarding the Blackout Period. The description of the Notice is qualified in its entirety by reference to the Notice, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit No.	Description
99.1	Notice sent to directors and executive officers of CNB Financial Corporation, dated March 28, 2014.

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, thereunto duly authorized.

	CNB Financial Corporation
Date: March 28, 2014	By:	/s/ Joseph B. Bower, Jr.
		Joseph B. Bower, Jr.
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Notice sent to directors and executive officers of CNB Financial Corporation, dated March 28, 2014.

EX-99.1

Exhibit 99.1

IMPORTANT NOTICE CONCERNING LIMITATIONS ON

TRADING IN CNB FINANCIAL CORPORATION EQUITY SECURITIES

To:	Executive Officers and Directors of CNB Financial Corporation (the “Corporation”)
From:	Brian Wingard, Senior Vice President and Chief Financial Officer
Date:	March 28, 2014
Re:	Blackout Period Notice

1. As you may know, a “blackout period” will be imposed under CNB Financial Corporation’s 401(k) Savings Plan referred to as the CNB Bank Employees’ Savings & Profit Sharing Plan and Trust (the “401(k) Plan”). This blackout period, described in more detail below, is due to the pending change of certain fund selections available in the 401(K) Plan. Under the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the executive officers and directors of the Corporation will generally be prohibited from engaging in transactions involving Corporation equity securities (including options and other derivatives based on Corporation stock) during this blackout period.

2. As a result of the fund swaps for the 401(k) Plan, during the blackout period participants in the 401(k) Plan will be temporarily unable to (1) make exchanges out of the Employer Stock Fund under the 401(k) Plan, (2) take distributions of money invested in the Employer Stock Fund, and (3) take loans of money invested in the Employer Stock Fund.

3. The blackout period for the 401(k) Plan is expected to begin on April 28, 2014, and end during the week of May 5, 2014; provided, however, that the blackout period may be extended due to events that are beyond the control of the Corporation. We will notify you of any changes that affect the dates of the blackout period. In addition during the blackout period and for a period of two years thereafter, you can confirm without charge the beginning and ending dates of the blackout period by contacting Brian Wingard, Senior Vice President and Chief Financial Officer at CNB Financial Corporation, 1 South Second Street, P.O. Box 42, Clearfield, Pennsylvania 16830 or by calling (814) 765-9621.

4. Generally, during the blackout period, you are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity security of the Corporation that you acquired in connection with your service as an executive officer or director. “Equity securities” are defined broadly to include options and other derivatives. Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest.

5. The prohibition covers securities acquired “in connection with service as a director or executive officer.” This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock options, or a restricted stock grants or shares under any retirement or deferred compensation plan), as a direct or indirect inducement to employment or joining the Board of Directors, in transactions between the individual and the Corporation, and as director qualifying shares. Securities acquired outside of an individual’s service as a director or executive officer (such as shares acquired when the person was an employee but not yet an executive

officer) are not covered. However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements).

6. The following are examples of transactions that you may not engage in during the blackout period:

• Exercising stock options granted to you in connection with your service as a director or executive officer;

• Selling Corporation stock that you acquired by exercising options;

• Selling Corporation stock that you originally received as a restricted stock grant.

7. There are certain exemptions, including:

• Purchases or sales under 10b5-1(c) trading plans (so long as you do not make or modify your election during the blackout period or at a time when you are aware of the actual or approximate dates of the blackout);

• Bona fide gifts, bequests and transfers pursuant to domestic relations orders.

8. If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties.

The rules summarized above are complex, and the criminal and civil penalties that could be imposed upon executive officers and directors who violate them could be severe.

We therefore request that you contact Brian Wingard, Senior Vice President and Chief Financial Officer, CNB Financial Corporation, 1 South Second Street, P.O. Box 42, Clearfield, Pennsylvania 16830 or by calling (814) 765-9621 before engaging in any transaction involving Corporation stock or derivatives based on Corporation stock during the blackout period, or if you believe that any such transaction in which you have a pecuniary interest may occur during the blackout period.