Form 8-K

 

 

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 18, 2017

 

 

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:

 

☐ 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.  ☐

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 18, 2017, at the Annual Meeting of Shareholders, the shareholders of CNB Financial Corporation (the “Corporation”) approved an amendment to the Corporation’s bylaws (as amended, the “Amended and Restated Bylaws”), effective as of such date, to implement a majority vote standard for the election of directors in uncontested elections while retaining a plurality vote standard in contested elections. The Board of Directors of the Corporation previously authorized and approved the Amended and Restated Bylaws at its meeting held on February 14, 2017.

The foregoing description of the amendment is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits: Exhibit 3.1 Amended and Restated Bylaws.

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 24, 2017     By:  

/s/ Brian W. Wingard

      Brian W. Wingard
      Treasurer

Exhibit Index

 

Number

   

Description

Exhibit 3.1    Amended and Restated Bylaws.