Penns Woods Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 7, 2024, Penns Woods Bancorp, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders for which the Board of Directors solicited proxies to consider and vote upon the proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2024. As of the record date for the Annual Meeting, holders of a total of 7,513,898 shares of the Company’s common stock were entitled to vote on the matters considered at the Annual Meeting.
The proposals voted on at the Annual Meeting by shareholders of the Company and the voting results were as follows:
Proposal No. 1. Election of Class 2 directors.
| Nominee | For | Withhold | Broker Nonvotes | |||||||||
| William J. Edwards | 3,433,647 | 965,286 | 1,391,403 | |||||||||
| Cameron W. Kephart | 3,569,012 | 829,921 | 1,391,403 | |||||||||
| Charles E. Kranich, II | 2,996,789 | 1,402,144 | 1,391,403 | |||||||||
| Jill F. Schwartz | 3,626,315 | 772,618 | 1,391,403 | |||||||||
Proposal No. 2. Ratification of the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
| Votes For | Votes Against | Abstentions | Broker Nonvotes | |||||||||
| 5,509,020 | 213,240 | 68,075 | 0 | |||||||||
| Item 7.01 | Regulation FD Disclosure. |
In light of discussions with Company shareholders, including larger institutional holders, and considering the views and recommendations of proxy advisory services in connection with the Meeting, the voting results on the say-on-pay proposal at the Company’s 2023 annual meeting of shareholders, and the voting results at the Meeting, the Compensation Committee of the Board of Directors, with the concurrence and support of the Company’s Chief Executive Officer, has commenced a review of the Chief Executive Officer’s employment agreement and total compensation. Such review will encompass, among other things, a review of reported compensation for the Company’s peer group, an analysis of banking industry compensation generally, and comments received from shareholders and proxy advisory services. The review may result in recommended changes to the Chief Executive Officer’s employment agreement and total pay package, as well as changes in metrics used for payments made to executive officers generally under the Company’s cash incentive program. The review is expected to be completed during the second quarter of 2024. Any recommended changes to the Chief Executive Officer’s existing employment agreement would require an amendment to the agreement with the Chief Executive Officer’s consent.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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.
| PENNS WOODS BANCORP, INC. | ||
| Dated: May 8, 2024 | ||
| By: | /s/ Brian L. Knepp | |
| Brian L. Knepp | ||
| President and Chief Financial Officer | ||