Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 25, 2019, DNB Financial Corporation (“DNB”) held a Special Meeting of Shareholders (the “Special Meeting”). At the Special
Meeting, three matters were submitted to a vote of shareholders: (1) approval of the Agreement and Plan of Merger, dated as of June 5, 2019, by and between S&T Bancorp (“S&T”) and DNB, pursuant to which DNB will merge with and into S&T
(the “DNB Merger Proposal”), (2) approval of an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the DNB Merger Proposal, and (3) approval of an advisory (non-binding) resolution approving
the compensation that certain executive officers of DNB may receive in connection with the merger of DNB with and into S&T pursuant to agreements or arrangements with DNB.
As of the close of business on August 19, 2019, the record date for the Special Meeting, 4,334,782 shares of common stock, par value, $1.00
per share, of DNB (the “Common Stock”) were outstanding and entitled to vote. At the Special Meeting, 3,097,308, or approximately 71.45%, of the outstanding Common Stock entitled to vote were represented in person or by proxy. This constituted a
quorum for all matters to be presented at the Special Meeting.
The number of votes cast for or against as to each such matter, as well as the number of abstentions as to each such matter, are set forth
below.
Proposal 1 – To approve the DNB Merger
Proposal.
FOR
|
AGAINST
|
ABSTAIN
|
3,018,300
|
57,085
|
21,923
|
There were no broker non-votes on this proposal.
Proposal 2 – To approve an adjournment
of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the DNB Merger Proposal.
FOR
|
AGAINST
|
ABSTAIN
|
2,922,843
|
159,748
|
14,717
|
There were no broker non-votes on this proposal.
With respect to Proposal 2, to approve the adjournment of the Special Meeting if necessary or appropriate to solicit additional proxies in favor of the
approval of the DNB Merger Proposal, although the vote was taken, no motion to adjourn was made because the proposal to approve the DNB Merger Proposal had passed.
Proposal 3 – To approve an advisory
(non-binding) resolution approving the compensation that certain executive officers of DNB may receive in connection with the merger of DNB with and into S&T pursuant to agreements or arrangements with DNB.
FOR
|
AGAINST
|
ABSTAIN
|
2,611,132
|
472,516
|
13,659
|
There were no broker non-votes on this proposal.