UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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NORWOOD FINANCIAL CORP
INFORMATION TO BE INCLUDED IN THE REPORT
Section 5 - Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On July 16, 2024, Ronald R. Schmalzle was appointed to the Boards of Directors of the Company and its principal subsidiary, Wayne Bank (the “Bank”). Mr. Schmalzle will serve with the class of the Company’s directors whose terms expire at the 2027 Annual Meeting of Stockholders. Mr. Schmalzle will receive the same compensation paid to other non-employee directors of the Company and will be eligible for stock option and restricted stock awards under the Company’s 2024 Equity Incentive Plan. There are no understandings or arrangements between Mr. Schmalzle and any other person pursuant to which he was selected as a director. In the normal course of its business as a financial institution, the Bank has granted commercial loans to Mr. Schmalzle or his related business interest. The terms of these loans, including interest rates, collateral and repayment terms, are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectability or other unfavorable features. During the fiscal year ended December 31, 2023, the largest aggregate outstanding principal balance of all such loans was $670,000.
For further information, reference is made to the Company’s press release, dated July 18, 2024, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed herewith:
| Number |
Description | |
| 99.1 | Press Release dated July 18, 2024. | |
| 104 | Cover Page Interactive Data File (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.
| NORWOOD FINANCIAL CORP | ||||||
| Date: July 18, 2024 | By: | /s/ James O. Donnelly | ||||
| James O. Donnelly | ||||||
| President and Chief Executive Officer | ||||||
| (Duly Authorized Representative) | ||||||