UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x☒                             Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

Riverview Financial Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

RIVERVIEW FINANCIAL CORPORATION

3901 NORTH FRONT STREET

HARRISBURG, PENNSYLVANIA 17110

(717) 957-2196

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 30, 201521, 2017

TO THE SHAREHOLDERS OF RIVERVIEW FINANCIAL CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of Riverview Financial Corporation (the “Corporation”) will be held at the Hershey Country Club, 1000 East Derry Road, Hershey, Pennsylvania, 17033, on Tuesday,Wednesday, June 30, 201521, 2017 at 910:00 a.m., local time, for the purpose of considering and voting upon the following matters:

The Board of Directors recommends that you vote “FOR” the election of each of the nominees for directors listed in the attached proxy statement; “FOR” both of the proposed amendments to Article 5 of the Corporation’s Articles of Incorporation relating to the Common Stock Increase and the Nonvoting Common Stock Authorization; and “FOR” the ratification of the appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017.

Only those shareholders of record, at the close of business on May 18, 2015,April 14, 2017, are entitled to receive notice of and to vote at the meeting.

Riverview encourages you to vote your shares in advance of the Annual Meeting so that your shares will be represented and voted at the Annual Meeting if you cannot attend in person and are eligible to vote. You have three ways to cast your vote: (1) You may vote via the Internet by going to www.investorvote.com/RIVE; (2) You may vote by telephone by dialing the toll free number 1-800-652-VOTE (8683) (see instructions on the enclosed Proxy Card); or (3) You may vote by signing and returning your proxy card by mail in the enclosed postpaid envelope.Votingenvelope, or you may vote by telephone, or you may vote via the Internetinternet or by telephone is fastyou may attend the meeting and convenient, andvote your vote is immediately tabulated and confirmed. Please see the Internet and telephone voting instructions on the proxy card for more details.shares in person.

We cordially invite you to attend the meeting. Your proxy is revocable, and you may withdraw it at any time. You may deliver notice of revocation or deliver a later dated proxy to the Secretary of the corporationCorporation before the vote at the meeting.

We enclose, among other things,Enclosed is a copy of the 2014 Annual Report of Riverview Financial Corporation.Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2016.

BY THE ORDER OF THE BOARD OF DIRECTORS

Maureen Duzick

Secretary

Harrisburg, Pennsylvania

May 22, 2015April 24, 2017

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting to be Held on June 30, 2015:21, 2017:

Our Proxy Statement on Schedule 14A, form of proxy card and 20142016 Annual Report on Form 10-K are available at: www.edocumentview.com/RIVE.https://riverviewbankpa.com/ by clicking on theInvestor Relations link.

PROXY STATEMENT

Dated and to be mailed on or about May 22, 2015April 24, 2017

RIVERVIEW FINANCIAL CORPORATION

3901 NORTH FRONT STREET

HARRISBURG, PENNSYLVANIA 17110

(717) 957-2196

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON June 30, 2015JUNE 21, 2017

TABLE OF CONTENTS

i

PROXY STATEMENT

Date, Time and PlanPlace of Annual Meeting

The annual meetingAnnual Meeting of the shareholders of Riverview Financial Corporation (the “Corporation”) will be held on Tuesday,Wednesday, June 30, 2015,21, 2017, at 910:00 a.m. at the Hershey Country Club, 1000 East Derry Road, Hershey, Pennsylvania, 17033. Only shareholders of record at the close of business on May 18, 2015, theApril 14, 2017 (the “Record Date”,) are entitled to receive notice of, to attend, and to vote at the meeting.

Proposals to be Voted on at the Annual Meeting

At the annual meeting,Annual Meeting, shareholders will be asked to consider and vote to:upon the following matters:

Solicitation of Proxies

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors of the Corporation for the 20152017 Annual Meeting of Shareholders. This proxy statement and the related proxy card are first being distributed on or about May 22, 2015.April 24, 2017. The Corporation will bear the expense of soliciting proxies. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians to forward to beneficial owners of stock held in the names of such nominees. The Corporation will reimburse brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to owners of the Corporation’s common stock. In addition to the solicitation of proxies by mail, directors, officers and employees of the Corporation and its subsidiaries may, without additional compensation, solicit proxies in person, by telephone, and through other means of communication.

Riverview encourages you to vote your shares by proxy, telephone or internet in advance of the Annual Meeting so that your shares will be represented and voted at the Annual Meeting if you cannot attend in person and are eligible to vote. You have three ways to cast your vote: (1) You may vote via the Internet by going towww.investorvote.com/RIVE; (2) You may vote by telephone by dialing the toll free number 1-800-652-VOTE (8683) (see instructions on the enclosed Proxy Card); or (3) You may vote by signing and returning yourthe enclosed proxy card by mail in the enclosed postpaid envelope.Voting via the Internetenvelope, by telephone, by internet or by telephone is fastattending the Annual Meeting and convenient, and your vote is immediately tabulated and confirmed. Please see the Internet and telephone voting instructions on the proxy card for more details.in person.

If youryou hold shares are held in a stock brokerage account or bystreet name with a bank or other nominee,broker, it is important that you are consideredinstruct your bank or broker how to vote your shares if you want your shares to be voted on the beneficial ownerelection of directors. If you hold your shares held in street name and these proxy materials are being forwarded to you throughdo not instruct your brokerbank or nominee which is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker how to vote your shares in the election of directors, no votes will be cast on your behalf for the election of directors. In addition, your broker cannot vote your shares on the Common Stock Increase or the Nonvoting Common Stock Authorization. As a result, no vote will be cast for you on these items unless you provide instructions to your broker on how to vote. Your bank or broker will,

however, continue to have discretion to vote any uninstructed shares for which no voting instructions have been provided on the ratification of the appointment of Riverview’s independent auditor and other matters that your bank or broker considers routine. If you hold shares in street name with a bank or broker and you are also invitedwish to attend the meeting. However, because you are not the shareholder of record, you may not vote your street name shares in person at the meeting, unlessAnnual Meeting, you will need to obtain a proxy executed in“legal proxy” from your favor from the holder of record. Yourbank or broker or nominee has enclosed a voting instruction card forauthorizing you to use in directingvote the broker or nominee how to vote your shares.shares at the Annual Meeting.

Voting of Shares

By properly completing a proxy, you appoint James G. Ford, IIHoward R. Greenawalt and Daniel R. Blaschak,Joseph D. Kerwin, as proxy holders, to vote your shares in the manner indicated by you either on the proxy card. Any signedcard, the telephone or the internet. Unless revoked, any proxy card not specifyinggiven pursuant to the contrarythis solicitation will be voted at the Annual Meeting, including any adjournment or postponement thereof, in accordance with the written instructions of the shareholder giving the proxy. In the absence of instruction, all proxies will be voted FOR the election of the director nominees identified in this proxy statement;statement, FOR the approvalCommon Stock Increase, FOR the Nonvoting Common Stock Authorization and FOR the ratification of an advisory, non-binding resolution regarding executive compensation (“Saythe appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017. Although the Board of Directors knows of no other business to be presented, in the event that any other matters are properly brought before the Annual Meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors of the Corporation as permitted by Rule 14a-4 under the Securities Exchange Act of 1934, as amended.

As of the Record Date, 6,371 shares of Riverview common stock were held by Riverview’s Trust department in a fiduciary capacity for fiduciary accounts. The shares held in this manner, in the aggregate, represent approximately 0.18% of the total shares outstanding. The opportunity to receive communication from the Corporation and to vote on Pay”); andFORany matter shall be provided to each account owner then entitled to vote. The account owner then entitled to vote shall receive, by regular U.S. mail, the approvalCorporation’s communication, or letter or other notice describing the nature of an advisory, non-binding proposalthe vote solicited and the manner in which the vote may be exercised. In the absence of a response from a duly notified account owner, these shares will not be voted by Riverview.

Shares held for the account of shareholders who participate in the Dividend Reinvestment and Stock Purchase Plan (the “DRP Plan”) and for the employees who participate in the Employee Stock Purchase Plan (the “ESPP”) will be voted in accordance with the instructions of each shareholder as set forth on his or her proxy. If a shareholder who participates in these plans does not return a proxy, the shares held for the shareholder’s account will not be voted.

Employees of Riverview Bank and its subsidiaries who participate in the Riverview Financial Common Stock Fund of the Riverview Financial Corporation 401(k) Retirement Plan (the “401(k) Plan”) will be voted by the Plan Trustee in accordance with the instructions of each participant as set forth on the frequencyproxy card sent to the participants with respect to Riverview shares. Each participant in the 401(k) Plan (or beneficiary of future advisory votes regarding executive compensation (“Frequency Vote”).a deceased participant) is entitled to direct the Plan Trustee how to vote shares of Riverview common stock that are allocated to his or her account under the 401(k) Plan, on any matter in which other holders of Riverview’s common stock are entitled to vote. All shares of Riverview stock allocated to accounts for which the Plan Trustee did not receive instructions from a participant will be voted by the Plan Trustee in his discretion and in accordance with his fiduciary duties under ERISA.

Revocability of Proxies

YouThe execution and return of the enclosed proxy card will not affect a shareholder’s right to attend the Annual Meeting and to vote in person. A shareholder may revoke yourany proxy by:given pursuant to this solicitation by (i) delivering written notice of revocation to Kandi Lopp,Maureen Duzick, Secretary of Riverview Financialthe Corporation, 3901 North Front Street, Harrisburg, Pennsylvania, 17110, (ii) executing a later dated proxy and giving written notice of the

revocation to Kandi Lopp,Maureen Duzick at any time before the shares are voted at the Annual Meeting, or (iii) appearing at the annual meetingAnnual Meeting and voting in person after giving notice thereof to the Secretary of the meeting. Proxy holders will vote shares represented by proxies, if properly signed and returned, in accordance with instructions of shareholders. Any properly signed proxy which does not contain directions on how to vote will be voted FOR the nominees for director named herein and, as to any other matter, in the discretion of the proxy holders.

Although the Board of Directors knows of no other business to be presented,conducted at the meeting, in the event that any other matters are properly brought before the meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors.Directors on any matter as to which the Corporation did not have reasonable notice.

Quorum; Required Vote

At the close of business on the Record Date, Riverview Financialthe Corporation had 2,709,8643,518,331 issued and outstanding shares of no par value common stock held by approximately 680873 shareholders of record and 1,348,809 issued and outstanding shares of no par value Series A preferred stock held by one shareholder of record. Each holder of the Corporation’s common stock is entitled to one vote per share owned of record on the Record Date on all business presented at the Annual Meeting.

A majority of the outstanding shares of common stock of the Corporation, represented in person or by proxy, constitutes a quorum for the conduct of business. Under Pennsylvania law and the Corporation’s Bylaws, the presence of a quorum is required for each matter to be acted upon at the annual meeting. Votes withheld and abstentions are counted in determining the presence of a quorum for a particular matter. Broker non-votes are not counted in determining the presence of a quorum for shareholder actions with respect to non-routine corporate governance matters such as the election of directors. Each holderdirectors, but are counted in determining the presence of a quorum for routine matters, such as ratification of the Corporation’s common stock is entitled to one vote per share owned of record on all business presented at the annual meeting. Except for the Frequency Vote, all matters to be voted upon by the shareholders require the affirmative vote of a majority of votes cast, in person or by proxy, at the annual meeting, except in cases where the vote of a greater number of shares is required by law or under the Corporation’s Articles of Incorporation or Bylaws. With respect to the Frequency Vote, a plurality of the votes will decide the recommendation of shareholders. independent registered public accounting firm.

In the case of the election of directors,Directors, the fourthree candidates receiving the highest number of votes will be elected. Shareholders are not entitled to cumulate votes for the election of directors.

Votes withheld from On all other matters, including approval of the Common Stock Increase, the Nonvoting Common Stock Authorization and the ratification of Dixon Hughes Goodman LLP as the independent registered public accounting firm, the proposal must be approved by the affirmative vote of a nomineemajority of the votes cast. Abstentions, “withhold” votes and broker non-votes will not be treated as votes cast andcast. As a result, they will not affecthave no effect on the outcome of the vote. However, where abstentions and non-votes are counted towards a quorum only, they will have the effect of a vote against approvalto approve any of the Say On Pay resolution and the Frequency Vote.proposals.

Shareholder Proposals

Under Riverview’s Bylaws and applicable SEC rules, shareholder proposals intended to be considered for inclusion in Riverview’s Proxy Statement and proxy for the 20162018 Annual Meeting

Shareholder proposals for the 2018 Annual Meeting must be received on or about December 22, 2017 at the principal executive offices addressed to the Secretary of Riverview Financial Corporation at 3901 North Front Street, Harrisburg, PA 17110, no later than [120 days before mail date, 2016]. Any shareholder proposalto be considered for inclusion in our 2018 Proxy Statement. Shareholder proposals that will not received at Riverview’s principal executive offices by [45 days before mail date, 2016], which is forty-five (45) calendar days beforebe included in the one year anniversary of the date Riverview released the previous year’s annual meeting2018 Proxy Statement, but which a shareholder intends to shareholders,bring to a vote at the Annual Meeting, will be considered untimely and, if presented atsubmitted after March 7, 2018. The Corporation will announce any revision to these shareholder proposal deadlines based upon the 2016actual date chosen for the 2018 Annual Meeting, the proxy holders will be able to exercise discretionary authority regarding whether to vote on any such proposal to the extent authorized by Rule 14a-4(c) under the Exchange Act. All shareholder proposals must comply with Rule 14a-8 under the Exchange Act, as well as Riverview’s Bylaws.Meeting.

CORPORATE GOVERNANCE OF THE COMPANY

Our Board of Directors believes that the purpose of corporate governance is to ensure that shareholder value is maximized in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices, which the Board and senior management believe promote this purpose, are sound and represent best practices. We continually review these practices, Pennsylvania law (the state in which we are incorporated), and best practices suggested by recognized corporate governance authorities.

Director Independence

Currently, our Board of Directors has fourteenthirteen members. The Corporation has chosen to follow the NASDAQ Stock Market standards for independence. Under those standards, the following twelveeleven directors are considered independent: Messrs. Bartush, Blaschak, Evans, Feld, Ford, Greenawalt, Hite, Hoover, Kerwin, Metzgar, Resh, Schrantz, Troutman and Yaag. This constitutes more than a majority of our Board of Directors. Only independent directors serve onAll members of our Audit Committee, Compensation Committee and Governance and Nominating Committee.Committee meet all applicable independent standards applicable to services on those committees.

In determining the directors’ independence, the Board of Directors considered theany services provided to Riverview, loan transactions between Riverview Bank and the directors, their respective family members and businesses with whom they are associated, as well as any contributions made to non-profit organizations with whom the directors are associated.

The following table includes a description of other categories or types of transactions, relationships or arrangements considered by the Board (in addition to those listed above and under the section entitled “Transactions with Directors and Executive Officers” below) in reaching its determination that the twelveeleven directors are independent.

In each case, the Board determined that none of the transactions noted impair the independence of the director.

Meetings and Committees of the Board of Directors

The Board of Directors has a standing Audit Committee, Compensation Committee, and Governance and Nominating Committee.

Board Meetings.During 2014,2016, the Board of Directors met fourteen (14) times. All of the directors, except for a former director, Felix Bartush, attended at least 75% of all meetings of the Board and respective Committees on which they served. In addition, although the Corporation does not have a formal policy regarding attendance by directors at the Annual Meeting of Shareholders, it is generally expected that each director will attend. All of the Corporation’s directors attended the 2016 Annual Meeting of Shareholders in 2014.Shareholders.

Audit Committee. The Audit Committee met four (4)seven (7) times during 2014.2016, and operates pursuant to a written charter, a copy of which is available on Riverview Bank’s website at https://riverviewbankpa.com/ under Investor Relations, and then selecting “Governance Documents”. The members of the Audit Committee are R. Keith Hite, Chairman, DanielHoward R. Blaschak, Arthur M. Feld andGreenawalt, Joseph D. Kerwin. All membersKerwin and Timothy E. Resh. Each member of the Audit Committee are independent underis considered “independent” in accordance with the NASDAQ independence standards applicable to Audit Committee membership. The Audit Committee is responsible forcharged with providing assistance to the Board in fulfilling its responsibilities to the shareholders in the areas of financial controls and reporting. These responsibilities include assessing the effectiveness of the internal control system over financial reporting, reviewing adherence to policies and procedures, assuring the safeguarding of all Corporation assets and the accuracy of the Corporation’s financial statements and reports. Further, it is the responsibility of the Audit Committee to provide independent oversight asand to monitor and maintain lines of communication between the Corporation’s accountingBoard of Directors, the external auditors, the internal auditors and internal controls. The Committee monitors the preparation of annual financial reports prepared bysenior management of the Corporation as well as hold discussions with management and the Corporation’s independent auditors regarding key accounting and reporting matters.Corporation. The Audit Committee is also responsible for matters concerning the relationship between the Corporation and its independent auditors, including annually recommending

their appointment or removal, reviewing the scope of their audit services and related fees as well as other services they may provide to the Corporation, and determining whether the auditors are independent. In addition, the Audit Committee oversees management’s implementation of internal control systems, reviewing policies, ethics and conflicts of interest, reviewing the activities of the Corporation’s compliance and internal audit program, and reviewing reports of examination received from regulatory authorities. The Audit Committee pre-approves all audit and non-audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services. The Audit Committee does not have aMr. Greenawalt was determined by the Board of Directors to be an “audit committee financial expert. The Board believes that one specific financial expert is not requiredexpert” as the combined skills of all of the committee members resultdefined in the entire committee having a sufficient understanding of the issues necessary for the successful function of the Audit Committee. The Audit Committee has a charter, which is available by going towww.riverviewbankpa.com, click on investor relations, then click on the Governance Documents tab.SEC Regulation S-K.

Compensation Committee. The Compensation Committee met six (6) timesone (1) time during 2014.2016. The Compensation Committee is comprised of Joseph D. Kerwin, Chairman, David W. Hoover and John M. Schrantz, who are all considered to be independent under the NASDAQ independence standards applicable to Compensation Committee membership. The principal duties of the Compensation Committee include the establishment of policies dealing with various compensation plans for the Corporation. Subject to the Board’s approval, the Compensation Committee determines general guidelines for salary adjustments, compensation and benefit programs for all employees and makes recommendations to the Board of Directors for its approval. The Compensation Committee assures that senior executives are compensated effectively in a manner consistent with the Bank’s compensation strategy, internal equity considerations, competitive practices and the requirements of the appropriate regulatory bodies. The Board of Directors annually reviews the recommendations of the Compensation Committee on compensation of the Corporation’s and the Bank’s senior executives. The Compensation Committee does not have a committee charter.

Compensation Committee Interlocks and Insider Participation. There are no compensation committee interlocks or insider participation that would require disclosure under applicable proxy rules.

Governance and Nominating Committee. The Governance and Nominating Committee did not meetmet six (6) times during 2014.2016. The Governance and Nominating Committee consists entirely of independent directors as defined under the NASDAQ independence standards applicable to Governance and Nominating Committee membership. The members of the Governance and Nominating Committee are John M. Schrantz, Chairman, Arthur M. Feld,Howard R. Greenawalt, David W. Hoover, Joseph D. Kerwin, Timothy E. Resh and David A. Troutman.The Governance and Nominating Committee has no formal process for considering director candidates recommended by shareholders, but its policy is to give due consideration to any and all such candidates. The principal dutiesduty of the Governance and Nominating Committee includeincludes developing Corporate Governance Guidelines of the Corporation, ensuring compliance with such governance policies and procedures and periodically reviewing and assessing Board and management performance. In addition, the committee serves as the Corporation’s nominating committee and is responsible for identifying individuals qualified to become Board members based upon criteria specified by the Board and recommending nominees to fill vacancies, developingvacancies. The Governance and recommending

Nominating Committee operates under a formal charter adopted by the Corporate Governance GuidelinesBoard of Directors, a copy of which is available on Riverview Bank’s website athttps://riverviewbankpa.com/ under Investor Relations, and then selecting “Governance Documents”.

Code of Ethics

The Corporation adopted a Code of Ethics that applies to all directors, officers and employees of the Corporation and periodically reviewingthe Bank. The Code of Ethics defines the standards of honesty, integrity, impartiality and assessing Board and management performance. The Governance and Nominating Committee does not maintain a formal diversity policy with respectconduct that are essential to ensure the identification or selection of directors for nomination to the board. As partproper performance of the Committee’s processCorporation’s business and to identify and select director nominees, diversity is oneensure public trust. A copy of many factors considered, including skill, experience and time availability, in evaluating candidates. The Governance and Nominating Committee does not have a charter.the Code of Ethics may be obtained, without charge, by contacting Maureen Duzick, Corporate Secretary, Riverview Financial Corporation, 3901 North Front Street, Harrisburg, Pennsylvania 17110.

Shareholder Communications

The Board of Directors does not have a formal process for shareholders to send communications to the Board. Due to the infrequency of shareholder communications to the Board of Directors, the Board does not believe that a formal process is necessary. Shareholders who wish to send communications to the Board may send communications to Kandi Lopp, corporateMaureen Duzick, Corporate Secretary, Riverview Financial Corporation, 3901 North Front Street, Harrisburg, Pennsylvania 17110.

Nomination of Directors

Under the Corporation’s Bylaws, Board nominations for a director may be made by the Board of Directors or by aany shareholder entitled to vote on the election of directors, provided that all nominees must meet the age and ownership requirements discussed below. The Governance and Nominating Committee does not maintain a formal diversity policy with respect to the identification or selection of directors for nomination to the Board. As part of the Committee’s process to identify and select director nominees, diversity is one of many factors considered, including skill, experience and time availability, in evaluating candidates. The Board does not assess shareholder nominees using a different standard from that used to assess Board nominees. In order for a shareholder to make a nomination, the shareholder must provide a notice, along with the additional information about the proposed nominee(s), as required by Section 9.1 of the Bylaws, to our corporate Secretary not less than 60 days prior to the date of any meeting of shareholders called for the election of directors. If the Annual Meeting were held on the same date next year, the deadline to submit a director nominee would be February 20, 2018. The chairman of the annual meetingAnnual Meeting is required to determine whether nominations have been made in

accordance with the requirements of the Bylaws. If he determines that a nomination was not made in accordance with the Bylaws, he shall so declare at the annual meeting,Annual Meeting, and the defective nomination will be disregarded. You can obtain a copy of the full text of the Bylaw provision by writing to Kandi Lopp, corporateMaureen Duzick, Corporate Secretary, Riverview Financial Corporation, 3901 North Front Street, Harrisburg, Pennsylvania 17110.

Board Leadership Structure

The Corporation’s senior leadership is currently shared between the President, Chief Executive Officer, the President and the Chairman of the Board. Historically, the positions of President, Chief Executive Officer, President and Chairman have been held by separate individuals; however, the Board has discretion to combine or separate these positions. The Corporation maintains its current boardBoard structure because we believe that having an independent Chairman increases the effectiveness of risk oversight and management evaluation, and separate positions serve to eliminate the appearance of a conflict between personal and shareholders’ interests.

Risk Oversight

Oversight of material risks facing the CompanyCorporation is a major area of emphasis for the Board of Directors. The Board, upon recommendations from appropriate committees, annually approves all operating policies. The Audit Committee reviews results of all regulatory examinations and audits, both internal and external, and monitors responses from management to recommendations for procedural changes. All membersMembers of the Audit,

Compensation and Governance and Nominating Committees are independent directors and meet regularly with management. Each committee requires proof of adherence to all applicable policies that they oversee. The Board is informed routinely of new regulations, current issues of importance, key examination points, industry news and peer and competition activity by management at monthly Board meetings and periodic committee meetings.

PROPOSAL 1: ELECTION OF DIRECTORS

The Corporation’s Articles of Incorporation provide that the Board of Directors shall consist of at least seven, but not more than twenty-five, persons, as determined by the Board of Directors from time to time. The Board has fixed the number of directors so that, at fourteen.the time of the Annual Meeting, the total number of members of the Board will be twelve. The Board is divided into three classes, as nearly equal in number as possible. Directors serve staggered, three-year terms, such that the term of office of one class of directors expires each year. Currently, the term of the Class 1 directors expires at the 2017 Annual Meeting, the term of Class 2 directors expires at the 2015 annual meeting,2018 Annual Meeting, and the term of Class 3 directors expires at the 2016 annual meeting, and the term of Class 1 directors expires at the 2017 annual meeting.2019 Annual Meeting.

Any vacancy occurring on the Board of Directors, whether due to an increase in the number of directors, resignations, retirement, death or any other reason, may be filled by a majority of the remaining members of the Board of Directors, or by a sole remaining director, though less than a quorum, and each person so appointed will serve as a director until the expiration of the term of office of the class of directors to which he or she was appointed. The Bylaws do not permit the nomination of any individuals who are seventy (70) years or older as of the date of the annual meetingAnnual Meeting at which directors are to be elected. Except for the initial thirteen directorsAs of the Corporation, no2017 Annual Meeting, Director James G. Ford, II is retiring from the Board as a result of this requirement, thus reducing the size of the Board to twelve members. The ages of the directors presented in the table are as of the April 14, 2017 Record Date.

No person may be a director unless he or she beneficially owns at least 2,000 shares of common stock of the Corporation, except for the “original” thirteen directors of the Corporation.

The Board of Directors has nominated the four (4)following three (3) persons below for election as Class 21 directors, to serve for a three-year term and until their successors are duly elected and qualified. In the event that any of the nominees are unable to accept nomination or election, proxy holders will vote proxies given pursuant to this solicitation in favor of other persons recommended by the Board of Directors. The Board of Directors has no reason to believe that any of itsthe nominees will be unable to serve as a director if elected.

The Board of Directors recommends a vote “FOR” the following three (3) nominees:

Nominees for Class 21 Directors

To Serve For a Term of Three Years to serve until 2020

Name and Age		Director Since		Principal Occupation for the Past Five Years and Positions Held with Riverview Financial Corporation and Subsidiaries
Howard R. Greenawalt, 64		2012(2)		Mr. Greenawalt is a certified public accountant and a former owner and officer of Greenawalt & Company, P.C., a public accounting firm located in Mechanicsburg and Carlisle, Pennsylvania. He retired as an owner of the firm on January 1, 2012, but continues as an employee of the firm. Mr. Greenawalt has extensive audit, accounting and tax experience, and brings broad financial proficiency and leadership skills as a managing officer of a local company.
William C. Yaag, 66		2012(3)		Mr. Yaag is a co-owner, treasurer and general manager of Dan-Ed Corporation, which does business as Guers Dairy in Pottsville, Pennsylvania. He formerly served as a director of Union Bancorp, Inc. and Union Bank and Trust Company, Pottsville, Pennsylvania since 2012. Mr. Yaag’s qualifications included his leadership skills and experience in managing a local company and his knowledge of communities served by the Bank.
Information regarding the Corporation’s continuing directors is provided as follows:
Class 2 Directors to serve until 2018
Name and Age Nominees:		Director Since		Principal Occupation for the Past Five Years and Positions Held with Riverview Financial Corporation and Subsidiaries
Daniel R. Blaschak, 56		1994(3)		Mr. Blaschak is a director of Blaschak Coal Corporation and a director and treasurer of Penn Equipment Corporation and Fisher Mining Company. He formerly served as a director of Union Bancorp, Inc. and Union Bank and Trust Company, Pottsville, Pennsylvania since 1994. We believe Mr. Blaschak’s qualifications to sit on our Board of Directors include his leadership skills, his knowledge of local communities served by the Bank, and his 20 years of experience as a bank board member.
Joseph D. Kerwin, 5154		2005(1)(2)		Mr. Kerwin ishas been a practicing attorney with over 25 years of experience and is a partner with the law firm of Kerwin & Kerwin located in Elizabethville, Pennsylvania. He formerly served as a director of HNB Bancorp, Inc. and Halifax National Bank since 2005. We believe Mr. Kerwin’s qualifications to sit on our Board of Directors include his extensive legal and business expertise and his knowledge of the communities served by the Bank.
Carl W. Metzgar, 35		2016(5)		Mr. Metzgar is a founding member and currently practices with the law firm of Metzgar and Metzgar, LLC since 2008. He served as a member of the Pennsylvania House of Representatives since 2009, with his term ending in 2016. Metzgar also owns and operates a Red Angus beef cattle operation. Mr. Metzgar’s qualifications include his legal expertise, leadership skills, and his knowledge and involvement in the community.
Timothy E. Resh, 63		2008(4)		Mr. Resh is a retired pastor of Brothersvalley Church of the Brethren. He formerly served as the Chairman of the Board of Citizens National Bank of Meyersdale since 2008. Mr. Resh has extensive experience in business management, community leadership, agricultural operations and customer and retail operations. Mr. Resh’s qualifications include his extensive community involvement and diversified clergy/business background and his experience as the former Chairman of the Board of Citizens National Bank of Meyersdale.

Name and Age Nominees:		Director Since		Principal Occupation for the Past Five Years and Positions Held with Riverview Financial Corporation and Subsidiaries
John M. Schrantz, 6467		1994(1)(2)		Mr. Schrantz is President of the Rohrer Companies, Inc. (Rohrer Bus Service). He formerly served as a director of First Perry Bancorp, Inc. and The First National Bank of Marysville since 1994. Mr. Schrantz has been the Vice-Chairman of the Board of Riverview and the Bank since their inception in December 2008. We believe Mr. Schrantz’s qualifications to sit on our Board of Directors include hisSchrantz brings financial expertise and leadership skills as president of a local company.
David A. Troutman, 5860		2002(1)(2)		Mr. Troutman is President and owner of A.W. Troutman DBA/ Troutman’s Chevrolet -– Buick -– GMC, an automobile dealership in Millersburg, PA;PA and the owner of W.C. Troutman Company, a finance company in Millersburg, PA; and owner of Lykens Valley Golf Course in Millersburg, PA. He formerly served as a director of Halifax National Bank since 2002. We believe Mr. Troutman’s qualifications to sit on our Board of Directors include his business expertise and leadership skills as president and owner of a local company and his knowledge of the communities served by the Bank.

The Board of Directors recommends that the shareholders vote FOR the election of the four nominees for Class 2 director.

Information regarding the Corporation’s continuing directors is provided as follows:

Class 3 Directors to serve until 2016

Nominees for Class 3 Directors to serve until 2019

Name and Age		Director Since		Principal Occupation for the Past Five Years and Positions Held with Riverview Financial Corporation and Subsidiaries
				believe Mr. Evans’s qualifications to sit on our Board of Directors include hisEvans has extensive legal and business expertise and his knowledge of the local communities served by the Bank.
Arthur M. Feld, 72		1998(1)(2)		Mr. Feld is an Attorney-at-Law. He formerly served as a director of First Perry Bancorp, Inc. and The First National Bank of Marysville since 1998. We believe Mr. Feld’s qualifications to sit on our Board of Directors include his extensive legal and business expertise and 16 years of experience as a board member.
Kirk D. Fox, 4850		2007(1)(2)		Mr. Fox is Presidentthe Chief Executive Officer of Riverview Financial Corporation and Riverview Bank.Bank, since June 30, 2015. Previously, he held the position of President since December 31, 2008. Mr. Fox was an Executive Vice President of HNB Bancorp, Inc. and Chief Lending Officer of Halifax National Bank from August 2004 to December 31, 2008. Prior to that, Mr. Fox was Vice President and Commercial Loan Officer for Community Bank, where he worked since 1988. He formerly served as a director of HNB Bancorp, Inc. and Halifax National Bank since 2007. We believe Mr. Fox’s qualifications to sit on our Board of Directors include his vastextensive banking knowledge and his experience, leadership skills and familiarity with the communities served by the Bank.
R. Keith Hite, 6769		2006(1)(2)		Mr. Hite is a Vice President with Blackford Ventures, a Lancaster, Pennsylvania based investment capital firm. He retired five years ago, after serving 30 years as Executive Director of the Pennsylvania State Association of Township Supervisors. He formerly served as a director of First Perry Bancorp, Inc. and The First National Bank of Marysville since 2006. We believe Mr. Hite’s qualifications to sit on our Board of Directors include his executive leadership skills in managing a state association and his extensive knowledge of local markets served by the Bank.
David W. Hoover, 54		2007(1)(2)		Mr. Hoover is the owner and President of Hoover Financial Services, Inc., which is an accounting/tax preparation/business consulting firm located in Halifax, Pennsylvania for nearly 20 years. He formerly served as a director of HNB Bancorp, Inc. and Halifax National Bank since 2007. Mr. Hoover has been the Chairman of the Board of Riverview Financial Corporation and Riverview Bank since their inception December 2008. We believe Mr. Hoover’s qualifications to sit on our Board of Directors include his leadership skills, financial expertise and his knowledge of the communities served by the Bank.

Class 1 Directors to serve until 2017

Name and Age		Director Since		Principal Occupation for the Past Five Years and Positions Held with Riverview Financial Corporation and Subsidiaries
Howard R. Greenawalt, 62 David W. Hoover, 56		20122007(1)(2)		Mr. GreenawaltHoover is a certified public accountant and a formerthe owner and officerPresident of Greenawalt & Company, P.C.Hoover Financial Services, Inc., a public accountingwhich is an accounting/tax preparation/business consulting firm located in Mechanicsburg, Pennsylvania. He retired as an owner of the firm on January 1, 2012, but continues as an employee of the firm. We believe Mr. Greenawalt’s qualifications to sit on our Board of Directors include his extensive accounting and tax background and his familiarity with the Corporation and its wholly-owned bank subsidiary considering he prepared the corporate tax returns for both entities prior to his retirement from his accounting firm.
William C. Yaag, 63		2012(3)		Mr. Yaag is a partner, treasurer and general manager of Dan-Ed Corporation, which does business as Guers Dairy in Pottsville,Halifax, Pennsylvania. He formerly served as a director of UnionHNB Bancorp, Inc. and UnionHalifax National Bank and Trust Company, Pottsville, Pennsylvania since 2012. We believe2007. Mr. Yaag’s qualifications to sit on ourHoover has been the Chairman of the Board of DirectorsRiverview Financial Corporation and Riverview Bank since their inception December 2008. Mr. Hoover’s qualifications include his leadership skills, and experience in managing a local companyfinancial expertise and his knowledge of localthe communities served by the Bank.

PROPOSAL 2: AMENDMENT OF THE CORPORATION’S ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED COMMON SHARES

Under Article 5 of the Corporation’s Articles of Incorporation, the Corporation is authorized to issue up to five million shares of common stock, no par value (the “Common Stock”), and three million shares of preferred stock, no par value. As of April 14, 2017, the Corporation had 3,518,331 shares of common stock issued and outstanding and 178,302 shares were reserved for issuance under the Corporation’s employee stock purchase, dividend reinvestment, 401(k) and stock option plans, leaving approximately 1,303,367 common shares available for issuance. The Corporation also has 1,348,809 shares of Series A, non-voting preferred stock outstanding, which may, at a future date, and subject to regulatory approval of the holders thereof, be ultimately convertible into 1,348,809 shares of voting Common Stock (subject to adjustment). In the event that the Series A preferred shareholders desire to convert their shares into Common Stock, and obtain all necessary approvals to do so, the Corporation’s remaining available shares of Common Stock will be even further diminished.

Based on the foregoing, the Board has approved, and recommends that the shareholders of the Corporation approve, an amendment to the first paragraph of Article 5 of the Corporation’s Articles of Incorporation to increase the number of authorized shares of common stock from five million shares to twenty million shares. The additional fifteen million shares for which the Corporation is seeking authorization would be part of the existing class of common stock presently authorized, having the same rights, privileges and preferences. As proposed to be amended, Article 5 would read as follows:

5. a. The aggregate number of shares that the Corporation shall have authority to issue is twenty million (20,000,000) shares of common stock, no par value per share (the “Common Stock”), and three million shares (3,000,000) of preferred stock, no par value per share (the “Preferred Stock”).

Approval of the Common Stock Increase is an independent vote from the proposal for the Nonvoting Common Stock Authorization, and approval or non-approval of the Common Stock Increase will not affect, or be affected by, the approval or non-approval of the Nonvoting Common Stock Authorization proposal.

The Board has a number of reasons that support its determination that an increase in the Corporation’s common stock is advisable and in the best interests of the Corporation at this time:

With the exception of the planned issuance of common shares in connection with the Merger, shares of common stock reserved for future issuance under the Corporation’s employee benefit plans, and the potential future conversion of the Series A preferred stock into Common Stock, the Corporation currently has no other definitive plans, understandings, agreements or arrangements concerning the issuance of any shares of its common stock. However, the Corporation will have the right to issue any newly authorized shares for any reason it determines to be in the best interests of the Corporation, and without shareholder approval except as may be required by Pennsylvania corporate law or the rules of any exchange upon which the Corporation’s shares may be issued in the future. In addition, the Corporation’s shareholders do not have preemptive rights to purchase shares that may be issued and, as a result, existing shareholders may suffer the dilution of their equity participation and voting rights if additional shares of common stock are issued.

The ability to issue additional shares of common stock could also enable the Board to discourage an attempt to gain control of the Corporation by unaffiliated parties. It is not presently contemplated that any of the remaining shares of common stock would be issued for the purpose of making the acquisition by an unwanted suitor of a controlling interest in the Corporation more difficult. However, if the Board were to oppose such a suitor in the future, it could (if consistent with its fiduciary duties and within the limits imposed by applicable law) cause the Corporation to issue additional shares of common stock in a public or private sale, merger or similar transaction which would increase the number of outstanding shares of such stock, thereby possibly diluting the interest of a party attempting to gain control of the Corporation.

Under Pennsylvania law and the Corporation’s Articles of Incorporation, the affirmative vote of a majority of those shares cast in person or by proxy at the meeting with respect to the Common Stock Increase proposal is required for its approval.The Board of Directors recommends a vote FOR the proposed amendment of the Corporation’s Articles of Incorporation to increase the authorized shares of common stock of the Corporation.

PROPOSAL 3: AMENDMENT OF THE CORPORATION’S ARTICLES OF INCORPORATION TO AUTHORIZED NON-VOTING COMMON SHARES

On January 11, 2017, the Corporation entered into a Stock Purchase Agreement with certain investors pursuant to which it sold both shares of its common stock and Series A Preferred Stock to qualified investors. In the Stock Purchase Agreement, the Corporation agreed to seek authorization from its shareholders of a class of no par value, non-voting common stock into which the Series A Preferred Stock is permitted to convert (the “Nonvoting Common Stock”). The Board has approved, and recommends that the shareholders of the Corporation approve, an amendment to the first paragraph of Article 5 of the Corporation’s Articles of Incorporation to create and authorize 1,348,809 shares of Nonvoting Common Stock, which is the total number of shares of Nonvoting Common Stock into which the Series A Preferred Stock may convert, in accordance with its terms. The Nonvoting Common Stock is permitted, under certain circumstances, to convert into voting Common Stock. The full rights of the Nonvoting Common Stock are set forth in the proposed amendment to Article 5 of the Corporation’s Articles of Incorporation, set forth as Exhibit A, and are summarized below.

Presuming the shareholders approve the Nonvoting Common Stock Authorization, each share of Series A Preferred Stock will automatically convert into one share of Non-Voting Common Stock effective as of the close of business on the date that the Corporation files an amendment to the Articles of Incorporation to authorize the Non-Voting Common Stock. Following conversion, all shares of Nonvoting Common Stock proposed to be authorized will be issued and outstanding with no authorized but unissued shares of Nonvoting Common Stock remaining. If, however, the shareholders do not approve the Nonvoting Common Stock Authorization, the Series A Preferred Stock will remain outstanding and convertible into voting common stock, or a future approved class of nonvoting common stock, in accordance with its terms.

Approval of the Nonvoting Common Stock Authorization is an independent vote from the proposal for the approval of the Common Stock Increase, and approval or non-approval of the Common Stock Increase will not affect, or be affected by, the approval or non-approval of the Nonvoting Common Stock Authorization proposal.

The Board believes that it is desirable and in the best interests of the Corporation and its shareholders that the Nonvoting Common Stock Authorization be approved. By approving the Nonvoting Common Stock Authorization, all shares of the Series A Preferred Stock will convert into Nonvoting Common Stock, on a one for one basis. Nonvoting Common Stock is considered by the Federal Reserve Board and the Federal Deposit Insurance Corporation as a more permanent source of capital than the Series A Preferred Stock, and the Corporation would be permitted to treat the capital raised through the sale of the Series A Preferred Stock as common equity tier 1 for capital purposes, instead of tier 2 capital, as it is currently treated, improving the Corporation’s tier 1 capital ratio. Regulators use the tier 1 capital ratio to grade a company’s capital adequacy. However, from a corporate law standpoint, there are no material differences between the rights of the Series A Preferred Stock and the Nonvoting Common Stock.

The Non-Voting Common Stock will be of equal rank to the common stock, in terms of dividends, liquidation, preferences and all other rights and features, with the following exceptions:

Under Pennsylvania law and the Corporation’s Articles of Incorporation, the affirmative vote of a majority of those shares cast in person or by proxy at the meeting with respect to the Nonvoting Common Stock Authorization proposal is required for its approval.The Board of Directors recommends a vote FOR the proposed amendment of the Corporation’s Articles of Incorporation to authorize the Nonvoting Common Stock.

SHARE OWNERSHIP

Principal Holders

To the best of our knowledge, as of the Record Date,April 14, 2017, no personindividual or entity owned of record or beneficially more than 5% of the Corporation’s outstanding Corporation’sshares of common stock.

Beneficial Ownership of Executive Officers, Directors and Nominees

The following table shows, as of the Record Date,February 15, 2017, the amount and percentage of the Corporation’s common stock beneficially owned by each director, each director nominee, each named executive officer and all directors, nominees and executive officers of the corporation as a group.

Unless otherwise indicated in a footnote appearing below the table, all shares reported in the following table are owned directly by the reporting person. The number of shares owned by the directors, nominees and executive officers is rounded to the nearest whole share.