Current Report Filing (8-k)
April 29 2020 - 10:36AM
Edgar (US Regulatory)
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0000716605
2020-04-27
2020-04-28
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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
April 28, 2020
Date of Report (Date of earliest event reported)
PENNS WOODS BANCORP, INC.
(Exact name of registrant as specified in
its charter)
Pennsylvania
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000-17077
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23-2226454
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Ident. No.)
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|
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|
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300
Market Street, P.O. Box 967, Williamsport, Pennsylvania
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17703-0967
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(Address of principal executive offices)
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(Zip Code)
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(570) 322-1111
Registrant’s telephone number, including
area code
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N/A
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(Former name or former address, if changed since last report.)
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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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $5.55 par value
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PWOD
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ¨
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. ¨
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On April 28, 2020, Penns Woods Bancorp,
Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders for which the Board of Directors solicited proxies
to consider and vote upon the proposals described in the Company’s definitive proxy statement filed with the Securities and
Exchange Commission on March 23, 2020. As of the record date for the Annual Meeting, holders of a total of 7,040,966 shares of
the Company’s common stock were entitled to vote on the matters considered at the Annual Meeting.
The proposals voted on at the Annual Meeting
by shareholders of the Company and the voting results were as follows:
Proposal No. 1. Election of Class 3 directors.
Nominees
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For
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Withheld
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Broker Nonvotes
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James M. Furey, II
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3,611,616
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261,336
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1,698,354
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Richard A. Grafmyre
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3,597,952
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274,999
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1,698,354
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D. Michael Hawbaker
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2,311,022
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1,561,930
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1,698,354
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Brian L. Knepp
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3,441,428
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429,381
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1,698,354
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Robert Q. Miller
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3,688,426
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184,526
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1,698,354
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John G. Nackley
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3,682,509
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190,443
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1,698,354
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Proposal No. 2. Proposal to Adopt Penns Woods Bancorp,
Inc. 2020 Equity Incentive Plan.
Votes For
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Votes Against
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Abstentions
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Broker Nonvotes
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2,717,899
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1,086,844
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68,208
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1,698,354
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Proposal No. 3. Proposal to adopt Penns Woods Bancorp,
Inc. 2020 Non-Employee Director Compensation Plan.
Votes
For
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Votes
Against
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Abstentions
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Broker
Nonvotes
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3,377,740
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376,698
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118,513
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1,698,354
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Proposal No. 4. Non-binding (advisory) vote on the approval
of executive compensation.
Votes
For
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Votes
Against
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Abstentions
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Broker
Nonvotes
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1,846,325
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1,926,935
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99,692
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1,698,354
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Proposal No. 5. Ratification of the appointment
of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the year ending December 31,
2020.
Votes
For
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Votes
Against
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Abstentions
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Broker
Nonvotes
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5,498,438
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50,149
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22,719
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0
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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.
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PENNS WOODS BANCORP, INC.
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Dated: April 29, 2020
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By:
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/s/ Brian L. Knepp
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Brian L. Knepp
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President and Chief Financial Officer
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