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 19, 2011
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 (see General Instruction A.2. below):
| ¨ | 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 held its Annual Meeting of Shareholders on April 19, 2011 for the purpose of selecting five directors, to ratify the appointment of independent auditors, and to transact other business as would properly come before the meeting.
Results of shareholder voting on the class 1 directors were as follows:
| William F. Falger |
Jeffery S. Powell |
James B. Ryan |
Peter F. Smith |
|||||||||||||
| For |
7,831,620 | 7,782,882 | 7,822,036 | 7,773,175 | ||||||||||||
| Against or Withheld |
106,521 | 155,259 | 116,105 | 164,966 | ||||||||||||
| Abstentions and Broker Non-Votes |
1,303,015 | 1,303,015 | 1,303,015 | 1,303,015 | ||||||||||||
Results of shareholder voting on the class 3 director were as follows:
| Richard B. Seager |
||||
| For |
7,852,505 | |||
| Against or Withheld |
85,636 | |||
| Abstentions and Broker Non-Votes |
1,303,015 | |||
Results of ratification of Crowe Horwath LLP as independent auditors were as follows:
| For |
9,171,450 | |||
| Against or Withheld |
28,500 | |||
| Abstentions and Broker Non-Votes |
41,206 |
Results of the advisory vote on executive compensation were as follows:
| For |
7,487,251 | |||
| Against or Withheld |
285,122 | |||
| Abstentions and Broker Non-Votes |
1,468,783 |
Results of the advisory vote on the frequency of the vote on executive compensation were as follows:
| One Year |
3,040,085 | |||
| Two Years |
581,345 | |||
| Three Years |
3,952,574 | |||
| Abstentions and Broker Non-Votes |
1,667,152 |
The total shares voted at the annual meeting were 9,241,156.
Item 8.01. Other Events
CNB Financial Corporation shareholders and CNB Bank each held separate annual meetings on April 19, 2011.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits: Exhibit 99 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 20, 2011 |
By: | /s/ Charles R. Guarino | ||
| Charles R. Guarino | ||||
| Treasurer | ||||
Exhibit Index
| Number |
Description | |
| Exhibit 99 | News Release announcing annual meeting. | |