Form 8-K

 

 

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 19, 2011

 

 

CNB FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

 

 

 

Pennsylvania   000-13396   25-1450605

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification Number)

1 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices)

Registrant’s telephone number, including area code: (814) 765-9621

 

 

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):

 

¨ 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))

 

 

 


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

CNB Financial Corporation held its Annual Meeting of Shareholders on April 19, 2011 for the purpose of selecting five directors, to ratify the appointment of independent auditors, and to transact other business as would properly come before the meeting.

Results of shareholder voting on the class 1 directors were as follows:

 

     William F.
Falger
     Jeffery S.
Powell
     James B.
Ryan
     Peter F.
Smith
 

For

     7,831,620         7,782,882         7,822,036         7,773,175   

Against or Withheld

     106,521         155,259         116,105         164,966   

Abstentions and Broker Non-Votes

     1,303,015         1,303,015         1,303,015         1,303,015   

Results of shareholder voting on the class 3 director were as follows:

 

     Richard B.
Seager
 

For

     7,852,505   

Against or Withheld

     85,636   

Abstentions and Broker Non-Votes

     1,303,015   

Results of ratification of Crowe Horwath LLP as independent auditors were as follows:

 

For

     9,171,450   

Against or Withheld

     28,500   

Abstentions and Broker Non-Votes

     41,206   

Results of the advisory vote on executive compensation were as follows:

 

For

     7,487,251   

Against or Withheld

     285,122   

Abstentions and Broker Non-Votes

     1,468,783   

Results of the advisory vote on the frequency of the vote on executive compensation were as follows:

 

One Year

     3,040,085   

Two Years

     581,345   

Three Years

     3,952,574   

Abstentions and Broker Non-Votes

     1,667,152   

The total shares voted at the annual meeting were 9,241,156.

Item 8.01. Other Events

CNB Financial Corporation shareholders and CNB Bank each held separate annual meetings on April 19, 2011.


Item 9.01. Financial Statements and Exhibits

(d) Exhibits: Exhibit 99 News Release announcing annual meeting


SIGNATURE

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.

 

  CNB Financial Corporation

Date: April 20, 2011

  By:  

/s/ Charles R. Guarino

         Charles R. Guarino
         Treasurer


Exhibit Index

 

Number

  

Description

Exhibit 99    News Release announcing annual meeting.