PWOD Penns Woods Bancorp Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

November 13, 2015

Date of Report (Date of earliest event reported)

PENNS WOODS BANCORP, INC.

(Exact name of registrant as specified in its charter)

(570) 322-1111

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

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))

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2015, Penns Woods Bancorp, Inc. (the “Company”) announced that Brian L. Knepp, Senior Vice President and Chief Financial Officer of the Company, was appointed to the Board of Directors of the Company as a Class III director (with a current term expiring in 2017).  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01                   Financial Statements and Exhibits.

(d)              Exhibits

99.1                     Press Release of Penns Woods Bancorp, Inc. issued on November 13, 2015.

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.

Exhibit 99.1

Penns Woods Bancorp, Inc. Announces Addition to Board of Directors

Williamsport, PA — November 13, 2015 (PWOD) — Richard A. Grafmyre, CFP® President & CEO of Penns Woods Bancorp, Inc. and R. Edward Nestlerode, Jr., Chairman of the Board of Penns Woods Bancorp, Inc. recently announced that Brian Knepp, CPA, PWOD Senior Vice President/ Chief Financial Officer, was appointed to the Penns Woods Bancorp, Inc. Board of Directors.

With over 17 years of bank accounting experience Knepp is responsible for the company’s financial and accounting functions, SEC filings and tax planning. He also administers the bank’s asset/liability position and the company’s investment portfolio. As well as his PWOD positions he is a member of the JSSB Board of Directors, CFO of PWOD’s banking subsidiaries JSSB and Luzerne Bank, and the CEO of the JSSB subsidiary, M Group, Inc. D/B/A as The Comprehensive Financial Group (CFG).

He holds his CPA certification and graduated from Susquehanna University with a Bachelor of Science degree in accounting. Dedicated to accounting education, he is a member of the Pennsylvania Institute of Certified Public Accountants, the American Institute of Certified Public Accountants, and the Financial Manager’s Society.

According to Grafmyre, “Brian’s financial knowledge and experience is a positive addition to the Penns Woods Bancorp, Inc. Board of Directors. He understands the direction we are taking the company and is a positive role model for our employees.”

About Penns Woods Bancorp, Inc.

Penns Woods Bancorp, Inc. (PWOD) is the bank holding company for Jersey Shore State Bank and Luzerne Bank. The banks serve customers in North Central and North Eastern Pennsylvania through their retail banking, commercial banking, mortgage services and financial services divisions. Penns Woods Bancorp, Inc. stock is listed on the NASDAQ National Market under the symbol PWOD.