f8k_042214-0160.htm
 

 
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


 
Date of Report (Date of earliest event reported)
April 22, 2014
  

NORWOOD FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

Pennsylvania
0-28364
23-2828306
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

717 Main Street, Honesdale, Pennsylvania
18431
3(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code:    (570) 253-1455


Not Applicable
(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 (see General Instruction A.2. below):

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)).




 
 
 

NORWOOD FINANCIAL CORP.

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.07.  Submission of Matters to a Vote of Security Holders

(a)          On April 22, 2014, the Company held its annual meeting of stockholders.

(b)          The following is a record of the vote on each matter presented at the annual meeting.
 
(1)          Election of Directors
 
 
Nominee
  
For
  
Withheld
  
Broker Non-Vote
             
Kevin M. Lamont
  
2,467,801
  
20,658
  
622,413
Daniel J. O’Neill
  
2,457,365
  
31,094
  
622,413
Dr. Kenneth A. Phillips
  
2,459,855
  
28,604
  
622,413

There were no abstentions in the election of directors.
 
(2)          Approval of a non-binding resolution on executive compensation.
 
For
  
Against
  
Abstain
  
Broker
Non-Vote
2,386,569
  
88,771
  
13,119
  
622,413

(3)          Approval of the Norwood Financial Corp. 2014 Equity Incentive Plan.
 
For
  
Against
  
Abstain
  
Broker
Non-Vote
2,334,944
  
140,484
  
13,030
  
622,414

(4)          Ratification of appointment of S.R. Snodgrass, P.C. as independent auditors for the fiscal year ending December 31, 2014.
 

For
  
Against
  
Abstain
3,094,706
  
13,111
  
3,055

There were no broker non-votes on the ratification of auditors.





 
 
 

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.


   
NORWOOD FINANCIAL CORP.
 
 
 
Date:  April 24, 2014
  
By: 
 /s/ Lewis J. Critelli 
     
Lewis J. Critelli
President and Chief Executive Officer
(Duly Authorized Representative)