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): May 21, 2024
JUNIATA VALLEY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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Pennsylvania | | 0-13232 | | 23-2235254 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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Bridge and Main Streets, Mifflintown, Pennsylvania | | 17059 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (855) 582-5101
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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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
None | | N/A | | N/A |
Juniata Valley Financial Corp.
Current Report on Form 8-K
Item 5.07Submission of Matters to a Vote of Security Holders
On May 21, 2024, Juniata Valley Financial Corp. (the “Company”) held its Annual Meeting of Shareholders (“Annual Meeting”) for which the Board of Directors solicited proxies. At the Annual Meeting, shareholders of the Company voted on the following proposals described in the Proxy Statement dated April 9, 2024.
The proposals voted on by the shareholders of the Company at the Annual Meeting were as follows:
Proposal No. 1. The Company’s shareholders elected three Class A directors to serve until the 2027 Annual Meeting as described below:
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| | Votes | | Votes | | Broker | | Votes |
Name | | For | | Withheld | | Non-votes | | Uncast |
Michael A. Buffington | | 2,493,522 | | 75,042 | | 90 | | - |
Christina Calkins-Mazur | | 2,495,568 | | 72,996 | | 90 | | - |
Martin L. Dreibelbis | | 2,462,731 | | 99,661 | | 90 | | 6,172 |
Proposal No. 2. The Company’s shareholders approved the non-binding “say on pay” proposal regarding compensation of the named executive officers, as follows:
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Votes | | Votes | | | | Broker |
For | | Against | | Abstentions | | Non-Votes |
2,312,472 | | 165,639 | | 90,453 | | 90 |
Proposal No. 3. The Company’s shareholders approved the non-binding “say when on pay” proposal for shareholders to recommend the frequency of future “say on pay” votes, as follows:
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| | | | | | | | Broker |
1 Year | | 2 Years | | 3 Years | | Abstentions | | Non-Votes |
2,108,542 | | 131,725 | | 202,705 | | 125,682 | | - |
There were no other matters considered at the meeting.
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 thereunto duly authorized.
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| | Juniata Valley Financial Corp. | ||
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Date: May 21, 2024 | | By: | /s/ Michael W. Wolf | |
| | Name: | Michael W. Wolf | |
| | Title: | EVP, Chief Financial Officer | |