Additional Proxy Soliciting Materials (definitive) (defa14a)
April 06 2020 - 2:12PM
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
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
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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PENNS WOODS BANCORP,
INC.
(Name of Registrant as
Specified in its Charter)
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check
the appropriate box):
x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price 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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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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 Rule 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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Penns
Woods Bancorp, Inc.
300
Market Street
Williamsport,
Pennsylvania 17701
ADDITIONAL
INFORMATION REGARDING THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, TUESDAY, APRIL 28, 2020
The
following Notice of Change of Location relates to the proxy statement (the "Proxy Statement") of Penns Woods Bancorp,
Inc. (the "Company"), dated March 23, 2020, furnished to shareholders of the Company in connection with the solicitation
of proxies by the Board of Directors of the Company for use at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held on Tuesday, April 28, 2020. This Supplement is being filed with the Securities and Exchange Commission and is being
made available to shareholders on or about April 6, 2020.
THE NOTICE SHOULD
BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
NOTICE
OF CHANGE OF LOCATION
OF
ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON APRIL 28, 2020
To the Shareholders
of Penns Woods Bancorp, Inc.:
Due
to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders,
employees and other stakeholders, NOTICE IS HEREBY GIVEN that the location of the Annual Meeting of Shareholders of Penns Woods
Bancorp, Inc. (the "Company") has been changed. As previously announced, the Annual Meeting will be held on Tuesday,
April 28, 2020 at 9:00 a.m., Eastern Time. In light of public health concerns regarding the coronavirus outbreak and to comply
with an Executive Order of the Governor of the Commonwealth of Pennsylvania, the Annual Meeting will be held in a virtual meeting
format only. You will not be able to attend the Annual Meeting physically.
As
described in the proxy materials for the Annual Meeting previously distributed, you are entitled to participate in the Annual Meeting
if you were a shareholder as of the close of business on March 2, 2020, the record date, or hold a legal proxy for the meeting
provided by your bank, broker, or nominee.
To be admitted
to the Annual Meeting at www.meetingcenter.io/293851837, Password: PWOD2020,
you must enter the control number found on your proxy card, voting instruction form or notice that you received previously.
You
may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. Whether
or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of
the methods described in the proxy materials for the Annual Meeting. The proxy card included with the proxy materials
previously distributed will not be updated to reflect the information set forth herein and may continue to be used to vote
your shares in connection with the Annual Meeting. If you have previously submitted a proxy card for the Annual Meeting or voted using one of the other available methods described in the proxy materials previously distributed, you
do not need to take any additional action to vote at the Annual Meeting unless you desire to change your vote.
By Order of the Board
of Directors,
Richard A. Grafmyre
Chief Executive Officer
April 6,
2020
The
Annual Meeting on April 28, 2020 at 9:00 a.m. Eastern Time is available at www.meetingcenter.io/293851837,
Password: PWOD2020.
The
proxy statement and Annual Report are available on our website at http:www.jssb.com/Investor Relations/Financial Information/Financial
Reports. Additionally, you may access our proxy materials at http://www.edocumentview.com/pwod.
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