UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 27, 2021, Penns Woods Bancorp, Inc. (the “Company”) held its 2021 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, 2021. As of the record date for the Annual Meeting, holders of a total of 7,056,712 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 2 directors.
| Nominees | For | Withheld | Broker Nonvotes | |||||||||
| William J. Edwards | 3,141,503 | 760,312 | 1,449,803 | |||||||||
| Leroy H. Keiler, III | 3,099,156 | 802,659 | 1,449,803 | |||||||||
| Cameron W. Kephart | 3,156,435 | 745,380 | 1,449,803 | |||||||||
| Charles E. Kranich, II | 3,160,535 | 741,280 | 1,449,803 | |||||||||
| Jill F. Schwartz | 3,165,638 | 736,177 | 1,449,803 | |||||||||
| Ronald A. Walko | 2,206,687 | 1,695,128 | 1,449,803 | |||||||||
Proposal No. 2. Non-binding (advisory) vote on the approval of executive compensation.
| Votes For | Votes Against | Abstentions | Broker Nonvotes | |||||||||||
| 2,212,627 | 1,573,410 | 115,778 | 1,449,803 | |||||||||||
Proposal No. 3. 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, 2021.
| Votes For | Votes Against | Abstentions | Broker Nonvotes | |||||||||||
| 5,266,075 | 45,382 | 40,161 | 0 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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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.
| PENNS WOODS BANCORP, INC. | ||
| Dated: April 27, 2021 | ||
| By: | /s/ Brian L. Knepp | |
| Brian L. Knepp | ||
| President and Chief Financial Officer | ||
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