ESSA Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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 15, 2025

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (570) 421-0531

(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 (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))

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On April 15, 2025, ESSA Bancorp, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). At the close of business on the record date for the Special Meeting, there were a total of 10,154,664 shares of Company common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 8,856,349 shares of common stock were represented, therefore a quorum was present. At the Special Meeting, the Company’s shareholders voted on three proposals, as more specifically described in the proxy statement/prospectus of the Company and CNB Financial Corporation (“CNB”), dated March 5, 2025 (the “proxy statement/prospectus”).  Set forth below are the final results of shareholder votes for all proposals.

Proposal 1 – Merger Proposal

A proposal to approve the Agreement and Plan of Merger, by and among CNB, CNB Bank, the Company, and ESSA Bank & Trust (“ESSA Bank”), dated as of January 9, 2025, pursuant to which (i) the Company will merge with and into CNB, with CNB as the surviving entity, and (ii) ESSA Bank will merge with and into CNB Bank, with CNB Bank as the surviving entity, was approved by the affirmative vote of a majority of the votes cast by shareholders at the Special Meeting, as indicated below:

Proposal 2 – Compensation Proposal

A proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the merger was approved by the affirmative vote of a majority of the votes cast by shareholders at the Special Meeting, as indicated below:

Proposal 3 – Adjournment Proposal

A proposal to approve one or more adjournments of the Special Meeting, if necessary, to permit further solicitation of proxies if there are insufficient votes at the time of the Special Meeting, or at an adjournment or postponement of the Special Meeting, to approve the merger proposal was approved by the affirmative vote of a majority of the votes cast by shareholders at the Special Meeting, as indicated below:

Although the adjournment proposal was approved, the adjournment of the Special Meeting was not necessary because the Company’s shareholders approved the merger proposal.

Forward Looking Statements

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about CNB and the Company and their industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including

statements regarding CNB’s or the Company’s future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to CNB or the Company, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results.

Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (1) the businesses of CNB and the Company may not be combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (5) diversion of management’s attention from ongoing business operations and opportunities; (6) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate the Company’s operations and those of CNB; (7) such integration may be more difficult, time consuming or costly than expected; (8) revenues following the proposed transaction may be lower than expected; (9) CNB’s and the Company’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; (10) the dilution caused by CNB’s issuance of additional shares of its capital stock in connection with the proposed transaction; (11) changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; and (12) legislative and regulatory changes. Further information about these and other relevant risks and uncertainties may be found in CNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and in subsequent filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date they are made. CNB and the Company do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

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.