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 26, 2017 |
DNB Financial Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
Pennsylvania | 1-34242 | 23-2222567 | |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer | |
of incorporation) | File Number) | Identification No.) | |
4 Brandywine Avenue, Downingtown, Pennsylvania | 19335 | ||
_________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
Registrant's telephone number, including area code: | (610) 269-1040 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
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. |
On April 26, 2017, the Company held its annual meeting of shareholders. At the annual meeting, five matters were submitted to a vote of shareholders: (1) the election of four nominees to the Board of Directors of the Company for terms expiring in 2020; (2) a proposal to approve an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common and preferred stock; (3) a proposal to approve an amendment and restatement of the Company's 2004 Incentive Equity and Deferred Compensation Plan that will, among other things, increase the shares available under the plan; (4) an advisory (non-binding) "Say On Pay" resolution to approve executive officer compensation; and (5) the ratification of the selection of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017. The number of votes cast for, against, or withheld as to each such matter or nominee, as well as the number of abstentions as to each such matter or nominee, are set forth below.
Proposal 1 - Election of four Class "A" Directors
Nominee | FOR | WITHHOLD | ||
Gerard F. Griesser | 2,656,382 | 24,589 | ||
William J. Hieb | 2,655,261 | 25,710 | ||
Charles A. Murray | 2,655,283 | 25,688 | ||
James H. Thornton | 2,541,606 | 139,365 |
Proposal 2 – An amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common and preferred stock
FOR | AGAINST | ABSTAIN | ||
2,023,544 | 640,567 | 16,859 |
Proposal 3 – A proposal to approve an amendment and restatement of the Company's 2004 Incentive Equity and Deferred Compensation Plan that will, among other things, increase the shares available under the plan
FOR | AGAINST | ABSTAIN | ||
1,973,070 | 639,420 | 68,480 |
Proposal 4– An advisory (non-binding) "Say On Pay" resolution to approve executive officer compensation
FOR | AGAINST | ABSTAIN | ||
2,463,991 | 183,255 | 33,724 |
Proposal 5 - Ratification of BDO USA, LLP as the registered public accounting firm for the fiscal year ending December 31, 2017
FOR | AGAINST | ABSTAIN | ||
3,391,904 | 19,067 | 3,645 |
Item 9. 01. Financial Statements and Exhibits.
(c) Exhibits. None
SIGNATURES
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.
DNB Financial Corporation | ||
April 27, 2017 | By: | /s/ Gerald F. Sopp |
Name: Gerald F. Sopp | ||
Title: Chief Financial Officer and Executive Vice President |