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)

April 15, 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)

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 5.07. Submission of Matters to a Vote of Security Holders

CNB Financial Corporation (the “Corporation”) held its Annual Meeting of Shareholders on April 15, 2014 for the purpose of: (i) selecting four Class 1 directors, (ii) electing two Class 2 directors, (iii) voting on a non-binding advisory resolution on the Corporation’s compensation program for its named executive officers, (iv) voting on a non-binding advisory basis on the frequency of future “say-on-pay” votes, (v) ratifying the appointment of independent auditors, and (vi) transacting such other business as would properly come before the meeting.

Results of shareholder voting on the class 1 directors were as follows:

	William F. Falger		Jeffrey S. Powell		James B. Ryan		Peter F. Smith
For		5,636,255		6,881,194		7,122,811		6,882,484
Against or Withheld		2,050,417		805,478		563,861		804,188
Abstentions and Broker Non-Votes		1,830,663		1,830,663		1,830,663		1,830,663
Results of shareholder voting on the class 2 directors were as follows:
	Robert D. Hord		Nick Scott, Jr.
For		7,142,646		7,118,512
Against or Withheld		544,026		568,160
Abstentions and Broker Non-Votes		1,830,663		1,830,663
Results of ratification of the advisory vote on executive compensation were as follows:
For		6,936,938
Against or Withheld		440,300
Abstentions and Broker Non-Votes		2,140,097
Results of ratification of the advisory vote on the frequency of “say-on-pay” votes were as follows:
One Year		4,000,421
Two Years		599,299
Three Years		2,488,367
Abstentions and Broker Non-Votes		2,429,248
Results of ratification of Crowe Horwath LLP as independent auditors were as follows:
For		9,278,893
Against or Withheld		101,835
Abstentions and Broker Non-Votes		136,607

The total shares voted at the annual meeting were 9,517,335.

The Corporation’s press release regarding the results of the Annual Meeting is filed as Exhibit 99.1 herewith and is incorporated by reference herein.

Item 8.01. Other Events

CNB Financial Corporation shareholders and CNB Bank each held separate annual meetings on April 15, 2014.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits: Exhibit 99.1    News Release announcing annual meeting

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: April 17, 2014	By:	/s/ Brian W. Wingard
		Brian W. Wingard
		Treasurer

Exhibit Index

Number	Description
Exhibit 99.1	News Release announcing annual meeting.

EX-99.1

Exhibit 99.1

News Release

	Contact: Richard L. Greslick, Jr.
	Secretary
	(814) 765-9621
	FOR IMMEDIATE RELEASE

CNB FINANCIAL CORPORATION HOLDS ANNUAL MEETING

Clearfield, Pennsylvania - April 15, 2014

Following the annual meetings of CNB Financial Corporation [Nasdaq:CCNE] and CNB Bank today, CNB Financial Corporation announced that its shareholders re-elected Class 1 directors William F. Falger, Jeffrey S. Powell, James B. Ryan, and Peter F. Smith, each for a three-year term expiring at the 2017 annual meeting. The Corporation also announced that its shareholders elected Class 2 directors Robert D. Hord and Nick Scott, Jr., each for a two-year term expiring at the 2016 annual meeting.

The following Corporation directors retained their positions but were not standing for election this year: Joseph B. Bower, Jr., Robert W. Montler, Joel E. Peterson, Richard B. Seager, Richard L. Greslick, Jr., Dennis L. Merrey, and Deborah Dick Pontzer.

In addition to the election of directors, shareholders ratified the appointment of CNB Financial Corporation’s independent auditors, Crowe Horwath LLP, for the year ending December 31, 2014 and approved on an advisory basis the Corporation’s compensation program for its named executive officers. Shareholders also approved holding an advisory vote on executive compensation every year.

Chairman Dennis L. Merrey conducted the meeting. He called upon Brian W. Wingard, Treasurer of CNB Financial Corporation and Chief Financial Officer of CNB Bank, to address the shareholders. Mr. Wingard thanked those present and welcomed them to the meeting. He then provided a presentation of the Corporation’s 2013 financial performance.

Mr. Wingard introduced Joseph B. Bower, Jr., President & Chief Executive Officer of CNB Financial Corporation and CNB Bank. Mr. Bower offered his comments regarding the performance of the Corporation since the last Annual Shareholder’s Meeting in 2013 and the objectives for the remainder of 2014.

The most significant event of 2013 was the Corporation’s merger with FC Banc Corp. in October 2013 which facilitated the Corporation’s entrance into the central Ohio market. The Corporation is operating eight branches in Ohio as FCBank and added 74 new employees as a result of the merger. In addition, the Corporation expanded its main office in Clearfield, PA, converted its Indiana, PA loan production office to a full service branch, and opened a new office in Indiana, PA under its consumer discount company, Holiday Financial Services Corporation.

Mr. Bower presented the Corporation’s objectives for 2014, which include a focus on growth, earnings, and capital, as well as business banking, retail services, effective human resource management, and marketing for growth. He provided an overview of the remodel that is underway of the bank’s former main office lobby and second floor, as well as façade improvements and the demolition of the former

Cherry Street branch in Clearfield. Mr. Bower described the continued integration of FCBank, including the introduction of commercial and industrial lending, private banking, and wealth and asset management services, and an expected increase in commercial real estate and agricultural lending.

Mr. Bower also summarized the Corporation’s March 31, 2014 quarter end results. The Corporation reported net income of $5.2 million and earnings per share of $0.36.

Inquiries regarding Investor Relations of CNB Financial Corporation stock (CCNE) will be answered by phoning (814) 765-9621.

CNB Bank is the primary subsidiary of CNB Financial Corporation and has twenty-one community offices in Cambria, Clearfield, Centre, Elk, Indiana, Jefferson, and McKean counties. ERIEBANK is a division of CNB Bank and currently operates seven full service offices in Erie, Harborcreek, Meadville and Warren, PA. FCBank is a division of CNB Bank and currently operates eight full service offices in Bucyrus, Cardington, Fredericktown, Mt. Hope, Shiloh, Upper Arlington, and Worthington, Ohio. Holiday Financial Services Corporation is a subsidiary of CNB Financial Corporation and currently has offices in Bradford, Clearfield, Dubois, Ebensburg, Erie, Hollidaysburg, Indiana, Johnstown, Northern Cambria, Ridgway, and State College, PA.

CNB Bank’s website is www.bankcnb.com, ERIEBANK’s website is www.eriebank.net, FCBank’s website is www.fcbankohio.com and Holiday Financial Service Corporation’s website is www.holidayfinancialservices.com.