Penns Woods Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On April 22, 2025, the Company convened a Special Meeting of Shareholders (the “Special Meeting”) 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 February 24, 2025 (the “Proxy Statement”) relating to the Agreement and Plan of Merger, dated as of December 16, 2024 (the “Merger Agreement”), between the Company and Northwest Bancshares, Inc. (“Northwest”), pursuant to which the Company will be merged with and into Northwest, with Northwest being the surviving entity (the “Merger”). As of the record date for the Special Meeting, a total of 7,612,878 shares of the Company’s common stock were entitled to vote at the Special Meeting and, of such total outstanding shares, 5,099,406 shares, or 66.98% of total outstanding shares, were represented in person or by proxy at the Special Meeting, which constituted a quorum. At the Special Meeting, the Company’s shareholders approved each of Proposal No. 1 and Proposal No. 2 as set forth below.
Proposal No. 1: Proposal to Approve the Agreement and Plan of Merger dated as of December 16, 2024, between Northwest and the Company
| Votes For | Votes Against | Abstentions | Broker Nonvotes | |||||||||||
| 4,736,221 | 334,229 | 28,955 | 0 | |||||||||||
Proposal No. 2: Proposal to approve, on an advisory basis, specified compensation payable to the named executive officers of the Company in connection with the Merger
| Votes For | Votes Against | Abstentions | Broker Nonvotes | |||||||||||
| 3.450,714 | 1,542,681 | 106,010 | 0 | |||||||||||
Votes cast for each of Proposal No. 1 and Proposal No. 2 represented more than a majority of the votes cast at the Special Meeting on such Proposal and, accordingly, each of Proposal No. 1 and Proposal No. 2 was approved at the Special Meeting.
| 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) |
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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: April 23, 2025 | ||
| By: | /s/ Brian L. Knepp | |
| Brian L. Knepp | ||
| President and Chief Financial Officer | ||
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