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): May 15, 2018

 

Juniata Valley Financial Corp.

(Exact name of registrant as specified in its charter)

 

Pennsylvania   0-13232   232235254
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

 

Bridge and Main Streets, Mifflintown, Pennsylvania  

17059

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (717) 436-8211

 

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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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. ¨

 

 

 

 

 

 

JUNIATA VALLEY FINANCIAL CORP.

CURRENT REPORT ON FORM 8-K

 

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

On May 15, 2018, Juniata Valley Financial Corp. (the “Company”) held its Annual Meeting of Shareholders (“Annual Meeting”) for which the Board of Directors solicited proxies. At the Annual Meeting, shareholders of the Company voted on the following proposals described in the Proxy Statement dated April 6, 2018.

 

The proposals voted on by the shareholders of the Company at the Annual Meeting were as follows:

 

Proposal No. 1. The Company’s shareholders elected three Class A directors to serve until the 2021 Annual Meeting as described below:

 

   Votes  Votes  Broker  Votes
Name  For  Withheld  Non-votes  Uncast
Martin L. Dreibelbis  2,353,185  45,152  -  351
Richard M. Scanlon  2,309,365  88,973  -  351
Michael A. Buffington  2,300,086  98,252  -  351

 

Proposal No. 2. The Company’s shareholders approved the non-binding “say on pay” proposal regarding compensation of the named executive officers, as follows:

 

Votes  Votes     Broker
For  Against  Abstentions  Non-Votes
2,132,609  168,960  97,119  -

 

Proposal No. 3. The Company’s shareholders approved the non-binding “say when on pay” proposal regarding the frequency of future “say on pay” votes, as follows:

 

            Broker
1 Year  2 Years  3 Years  Abstentions  Non-Votes
1,884,608  194,584  127,269  192,227  -

 

There were no other matters considered at the meeting.

 

 

Item 7.01Regulation FD Disclosure

 

The slides used and presented at the Annual Meeting are attached hereto as Exhibit 99.1.

 

 

Item 9.01Financial Statements and Exhibits

 

(d)        Exhibits

 

99.1Juniata Valley Financial Corp. Annual Meeting Presentation

 

 

 

 

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 thereunto duly authorized.

 

 

   Juniata Valley Financial Corp. 
        
        
Date: May 17, 2018  By:  /s/        JoAnn McMinn                    
   Name: JoAnn McMinn 
   Title: EVP, Chief Financial Officer 

 

 

 

 

 

 

Exhibit Number  Exhibits
    
99.1  Juniata Valley Financial Corp. Annual Meeting Presentation