Additional Proxy Soliciting Materials (definitive) (defa14a)
March 27 2019 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
[X]
Filed by a Party other than the Registrant
[ ]
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
[X]
Definitive Additional Materials
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Soliciting Materials Pursuant
to sec. 240.14a-11(c) or sec. 240.14a-12
DNB Financial Corporation
______________________________
(Exact Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box)
[X]
No fee required.
[ ]
Fee computed on table below per Exchange Act
Rules 14a-6(i)(l) and 0-11.1
(1)
Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2)
Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(3)
Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
________________________________________________________________________________
(4)
Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5)
Total fee paid:
________________________________________________________________________________
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as
provided by Exchange Act Tule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid
________________________________________________________________________________
(2)
Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3)
Filing Party:
________________________________________________________________________________
(4)
Date Filed:
________________________________________________________________________________
Proxy Statement Supplement to Proxy Statement Filed March 13, 2019
2019 Annual Meeting of Shareholders
March 27, 2019
Dear DNB Shareholders:
You most likely have received a proxy card for DNB Financial Corporation’s 2019 Annual Meeting of Shareholders to be held on April
24, 2019. Due to a printing error, you received an
incorrect proxy card
. Proposal 1 should have offered you the option to either vote
FOR
or to
WITHHOLD
your
vote as to each individual director nominee identified in the Proxy Statement and on the proxy card.
We have therefore enclosed a
corrected
proxy card
that lists the correct voting options for Proposal 1. If you have already returned the original proxy card, you must return the enclosed
corrected proxy card
, using the enclosed reply envelope, to have your shares voted by proxy at the April 24, 2019 annual meeting. If you have already voted via the Internet or by telephone based on the
incorrect proxy card, please return the enclosed revised proxy card or resubmit your vote via the Internet or by telephone following the instructions on the enclosed
corrected proxy card
. If you have not yet returned the original proxy card, please discard it and instead use the enclosed
corrected proxy card
, or vote via the Internet or by telephone following the instructions on the enclosed
corrected
proxy card
. If your shares are held in the name of a bank, broker or other agent, please follow the instructions on the voting instruction card furnished by the bank, broker or other agent.
We regret any inconvenience or confusion caused by the mailing of an erroneous proxy card but chose to provide the corrected proxy
cards to ensure the integrity of the voting process. If you need assistance or have any questions or concerns regarding the
corrected proxy card
,
please call me at 484-359-3138. We appreciate your attention to this matter.
Best Regards,
Gerald F. Sopp
Corporate Secretary
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Your vote matters - here's how to vote!
You may vote online or by phone instead of mailing this card.
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Votes submitted online or by phone must be received by
1:00 a.m., Eastern Time, on April 24, 2019.
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Online
Go to
www.investorvote.com/DNBF
or scan the QR code - login details are located in the shaded bar below.
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Phone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada
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Using a
black ink pen
, mark your votes with an
X
as shown in this example.
Please do not write outside the designated areas.
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ANNUAL MEETING - CORRECTED
PROXY CARD
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/ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. /
A
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Proposals - The Board of Directors recommends a vote
FOR
all nominees listed,
FOR
Proposals 2 and 4 and
FOR
a
1 YEAR
frequency for Proposal 3.
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1. Election of Directors:
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For
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Withhold
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For
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Withhold
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For
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Withhold
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01 - Mildred C. Joyner
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☐
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☐
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02 - Mary D. Latoff
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03 - John F. McGill
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☐
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☐
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2.
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An advisory (non binding) "Say On Pay" resolution to approve executive officer compensation.
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For
☐
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Abstain
☐
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3.
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An advisory (non-binding) "say when on pay" resolution for shareholders to recommend the frequency at which the Corporation should conduct an advisory vote
to approve executive officer compensation.
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1 Year
☐
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2 Years
☐
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3 Years
☐
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Abstain
☐
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4.
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To ratify the appointment of BDO USA, LLP as the registered public accounting firm for the fiscal year ending December 31, 2019.
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For
☐
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Abstain
☐
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B
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Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below
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Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) - Please print date below.
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Signature 1 - Please keep signature within the box.
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Signature 2 - Please keep signature within the box.
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2019 Annual Meeting of Shareholders
2019 Annual Meeting of
DNB Financial Corporation Shareholders
Wednesday, April 24, 2019 10:00 a.m. Local Time
Downingtown Country Club
85 Country Club Drive, Downingtown, PA 19335
/ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. /
PROXY - DNB Financial
Corporation
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Notice of 2019 Annual Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual Meeting - Wednesday, April 24, 2019
Joseph Dellavecchia, A. Joseph Rubino and Charles E. Swope, Jr. or any of them, each with the power of substitution, are hereby authorized to represent and
vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of DNB Financial Corporation to be held on Wednesday, April 24,
2019 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the
Proxies will have authority to vote FOR all nominees, FOR Proposals 2 and 4 and FOR a
1 Year
frequency for Proposal 3.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the
meeting.
(Items to be voted appear on reverse side)
Change of Address -
Please print new address below.
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Comments -
Please print your comments below.
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Meeting Attendance
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Mark box to the right if you plan to attend the Annual Meeting.
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☐
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