false 0000716605 0000716605 2024-05-07 2024-05-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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

 

May 7, 2024

Date of Report (Date of earliest event reported)

 

PENNS WOODS BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Pennsylvania   000-17077   23-2226454

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Ident. No.)

         
300 Market Street, P.O. Box 967, Williamsport, Pennsylvania   17703-0967
(Address of principal executive offices)   (Zip Code)
 

(570) 322-1111

Registrant’s telephone number, including area code

 
N/A
(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $5.55 par value PWOD The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.07Submission of Matters to a Vote of Security Holders.

 

On May 7, 2024, Penns Woods Bancorp, Inc. (the “Company”) held its 2024 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 26, 2024. As of the record date for the Annual Meeting, holders of a total of 7,513,898 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.

 

Nominee  For   Withhold   Broker Nonvotes 
William J. Edwards   3,433,647    965,286    1,391,403 
Cameron W. Kephart   3,569,012    829,921    1,391,403 
Charles E. Kranich, II   2,996,789    1,402,144    1,391,403 
Jill F. Schwartz   3,626,315    772,618    1,391,403 

 

Proposal No. 2. 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, 2024.

 

Votes For  Votes Against   Abstentions   Broker Nonvotes 
5,509,020   213,240    68,075    0 

 

Item 7.01Regulation FD Disclosure.

 

In light of discussions with Company shareholders, including larger institutional holders, and considering the views and recommendations of proxy advisory services in connection with the Meeting, the voting results on the say-on-pay proposal at the Company’s 2023 annual meeting of shareholders, and the voting results at the Meeting, the Compensation Committee of the Board of Directors, with the concurrence and support of the Company’s Chief Executive Officer, has commenced a review of the Chief Executive Officer’s employment agreement and total compensation. Such review will encompass, among other things, a review of reported compensation for the Company’s peer group, an analysis of banking industry compensation generally, and comments received from shareholders and proxy advisory services. The review may result in recommended changes to the Chief Executive Officer’s employment agreement and total pay package, as well as changes in metrics used for payments made to executive officers generally under the Company’s cash incentive program. The review is expected to be completed during the second quarter of 2024. Any recommended changes to the Chief Executive Officer’s existing employment agreement would require an amendment to the agreement with the Chief Executive Officer’s consent.

 

Item 9.01Financial Statements and Exhibits.

 

(d)         Exhibits:

 

104                  Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

 

 

 

 


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:  May 8, 2024
  By: /s/ Brian L. Knepp
    Brian L. Knepp
    President and Chief Financial Officer

 

 

v3.24.1.u1
Cover
May 07, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 07, 2024
Entity File Number 000-17077
Entity Registrant Name PENNS WOODS BANCORP, INC.
Entity Central Index Key 0000716605
Entity Tax Identification Number 23-2226454
Entity Incorporation, State or Country Code PA
Entity Address, Address Line One 300 Market Street
Entity Address, Address Line Two P.O. Box 967
Entity Address, City or Town Williamsport
Entity Address, State or Province PA
Entity Address, Postal Zip Code 17703-0967
City Area Code 570
Local Phone Number 322-1111
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $5.55 par value
Trading Symbol PWOD
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Penns Woods Bancorp (NASDAQ:PWOD)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Penns Woods Bancorp Charts.
Penns Woods Bancorp (NASDAQ:PWOD)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Penns Woods Bancorp Charts.