CCNE CNB Financial Corp
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 16, 2021
CNB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
incorporation or organization)
1 South Second Street
PO Box 42
Clearfield, Pennsylvania 16830
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (814) 765-9621
(Former name or former address, if changed since last report)
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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
|Common Stock, no par value||CCNE||The NASDAQ Stock Market LLC|
|Depositary Shares (each representing a 1/40th interest in a share of 7.125% Series A Non-Cumulative, Perpetual Preferred Stock)||CCNEP||The NASDAQ Stock Market LLC|
Emerging growth company ☐
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 16, 2021, Joseph E. Dell, Jr., Senior Executive Vice President and Chief Commercial Banking Officer of CNB Financial Corporation (the “Corporation”), notified the Corporation of his retirement in his capacity as Senior Executive Vice President and Chief Commercial Banking Officer with the Corporation, effective December 31, 2021, as required under the Corporation’s bylaws. Mr. Dell will continue to serve in his current capacity with the Corporation until the effective date of his retirement. Effective January 1, 2022, Mr. Dell will assume a position with the Corporation supporting various initiatives throughout the Corporation’s market area. There were no disagreements between Mr. Dell and the Corporation.
Submission of Matters to a Vote of Security Holders.
On April 20, 2021, the Corporation held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Corporation’s shareholders considered the following proposals: (i) to elect four Class 3 directors; (ii) to vote on a non-binding advisory resolution on the compensation program for the Corporation’s named executive officers; and (iii) to ratify the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2021. The proposals are described in detail in the Corporation’s Definitive Proxy Statement for the Annual Meeting, which was filed with the SEC on March 11, 2021. The final results for the votes regarding each proposal are set forth below.
Election of Directors
At the Annual Meeting, the following persons were duly elected as Class 3 directors:
|Joseph B. Bower, Jr.||Robert W. Montler||Joel E. Peterson||Richard B. Seager|
Advisory Vote to Approve Named Executive Officer Compensation
At the Annual Meeting, the Corporation’s shareholders approved, by non-binding advisory vote, the compensation paid to the Corporation’s named executive offices. The table below sets forth the voting results for this proposal:
Ratification of Crowe LLP as the Corporation’s Independent Registered Public Accounting Firm
At the Annual Meeting, the Corporation’s shareholders ratified the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2021. The table below sets forth the voting results for this proposal:
The results reported above are final voting results.
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.
|CNB FINANCIAL CORPORATION|
|Date: April 22, 2021||By:|
/s/ Tito L. Lima
|Tito L. Lima|