UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 28, 2013
Date of report (Date of earliest event reported)
QNB Corp.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-17706 | 23-2318082 | ||
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| incorporation or organization) |
| 15 North Third Street, P.O. Box 9005, Quakertown, PA | 18951-9005 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (215) 538-5600
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communication 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 May 28, 2013, QNB Corp. (the “Company”) held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Company voted on the following proposals stated in the Proxy Statement dated April 16, 2013.
The proposals voted on and a record of the vote on each matter presented to the shareholders of the Company at the Annual Meeting were as follows:
Proposal No. 1: Election of three Class I Directors to serve a term of three years and until their successors are elected:
| Votes | Votes | Broker | ||||||||||
| Name | For | Withheld | Non-Votes | |||||||||
| Autumn R. Bayles | 2,158,129 | 7,931 | 568,959 | |||||||||
| David W. Freeman | 2,158,127 | 7,933 | 568,959 | |||||||||
| Gary S. Parzych | 2,153,969 | 12,091 | 568,959 | |||||||||
Proposal No. 2: An advisory vote to approve the compensation of the named executive officers of QNB Corp.:
| Votes | Votes | |||||||||
| For | Against | Abstain | ||||||||
| 2,002,373 | 128,559 | 35,128 | ||||||||
Proposal No. 3: An advisory vote on the frequency of future advisory votes on the compensation of the named executive officers of QNB Corp.:
| Three | Two | One | ||||||||||||
| Years | Years | Year | Abstain | |||||||||||
| 1,451,092 | 94,973 | 531,631 | 88,364 | |||||||||||
Proposal No. 4: To ratify the appointment of ParenteBeard LLC as QNB’s independent registered public accounting firm for 2013:
| Votes | Votes | |||||||||
| For | Against | Abstain | ||||||||
| 2,719,803 | 4,306 | 10,910 | ||||||||
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.
| QNB Corp. | ||
| Date: May 29, 2013 | By: | /s/ Bret H. Krevolin |
| Bret H. Krevolin | ||
| Chief Financial Officer |