Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2024

MID PENN BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania

1-13677

25-1666413

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

2407 Park Drive

Harrisburg, Pennsylvania

1.866.642.7736

17110

(Address of Principal Executive Offices)

(Registrant’s telephone number, including area code)

(Zip Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value per share

MPB

The NASDAQ Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) )

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4( c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

MID PENN BANCORP, INC.

FORM 8-K

ITEM 5.07 Submission of Matters to a Vote of Security Holders

On May 14, 2024, Mid Penn Bancorp, Inc. (the “Corporation”) held its Annual Meeting of Shareholders (the “Annual Meeting”), for which the Board of Directors solicited proxies. Of the 16,573,707 shares of Corporation common stock outstanding as of the record date for the Annual Meeting, 12,084,513 shares were present at the meeting in person or by proxy.

At the Annual Meeting, the shareholders of the Corporation voted on the proposals described in the Proxy Statement dated March 28, 2024. The following is a summary of the proposals voted upon at the Annual Meeting and the votes cast on each proposal.

Proposal 1: The Corporation’s shareholders elected three individuals to serve as Class B members of the Board of Directors to serve for a three-year term and until their successors are elected and qualified, as set forth below:


Name	Votes For	Votes Withheld	Broker Non-Votes
Kimberly J. Brumbaugh	9,638,648	835,488	1,610,377
Maureen M. Gathagan	9,742,431	731,705	1,610,377
Rory G. Ritrievi	10,002,515	467,985	1,614,013

Proposal 2: The Corporation’s shareholders ratified a non-binding proposal to approve the executive compensation, as described in the Compensation Discussion and Analysis and accompanying tabular and narrative disclosure contained in the Corporation’s Proxy Statement, as set forth below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
9,823,204	556,833	94,099	1,610,377

Proposal 3: The Corporation’s shareholders ratified the appointment of RSM US LLP, of Philadelphia, Pennsylvania, as the Corporation’s independent registered public accounting firm for the year ending December 31, 2024, as set forth below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
11,987,550	48,659	48,304	—

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits:

104 Cover Page Interactive Date File (embedded within the 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.


		MID PENN BANCORP, INC.

Date: May 14, 2024	By:	/s/ Rory G. Ritrievi
		Rory G. Ritrievi
		President and Chief Executive Officer

Cover	May 14, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 14, 2024
Entity Registrant Name	MID PENN BANCORP, INC.
Entity Incorporation, State or Country Code	PA
Entity File Number	1-13677
Entity Tax Identification Number	25-1666413
Entity Address, Postal Zip Code	17110
Local Phone Number	642.7736
City Area Code	866
Entity Address, State or Province	PA
Entity Address, City or Town	Harrisburg
Entity Address, Address Line One	2407 Park Drive
Title of 12(b) Security	Common Stock, $1.00 par value per share
Trading Symbol	MPB
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000879635