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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 23, 2024

 

 

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
(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:

 

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, par value $0.10 per share   NWFL   The Nasdaq Stock Market LLC

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. ☐

 

 

 


NORWOOD FINANCIAL CORP

INFORMATION TO BE INCLUDED IN THE REPORT

Section 5 - Corporate Governance and Management

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

  (a)

On April 23, 2024, 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  

James O. Donnelly

     4,447,092        78,173        1,787,445  

Lewis J. Critelli

     3,905,914        619,351        1,787,445  

Meg L. Hungerford

     4,411,821        113,444        1,787,445  

There were no abstentions in the election of directors.

 

  (2)

Approval of the Norwood Financial Corp 2024 Equity Incentive Plan;

 

For

 

Against

 

Abstain

4,203,841   262,203   59,221

 

  (3)

Ratification of appointment of S.R. Snodgrass, P.C. as independent auditors for the fiscal year ending December 31, 2024;

 

For

 

Against

 

Abstain

6,058,592   31,031   223,087

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

On April 26, 2024, the Company issued a press release announcing the results of the Annual Meeting. For further information, reference is made to the press release dated April 26, 2024, which is filed herewith as Exhibit 99.1 and incorporated herein by this reference.


Section 9 – Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

 

  (d)

Exhibits. The following exhibits are filed herewith:

 

Number

  

Description

99.1    Press Release dated April 26, 2024
104    Cover Page Interactive Data File (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.

 

  NORWOOD FINANCIAL CORP
Date: April 26, 2024   By:  

/s/ William S. Lance

    William S. Lance
    Executive Vice President and Chief Financial Officer
    (Duly Authorized Representative)
EX-99.1 2 d828519dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

NORWOOD FINANCIAL CORP

HOLDS ANNUAL MEETING OF SHAREHOLDERS

FOR IMMEDIATE RELEASE – April 26, 2024

HONESDALE, PENNSYLVANIA

The 153rd Annual Meeting of Shareholders of Norwood Financial Corp (Nasdaq-NWFL), parent company of Wayne Bank, was held in person on Tuesday, April 23, 2024, at 6th & River, Honesdale, Pennsylvania.

Matters presented to, and approved by, stockholders were the re-election of company directors Lewis J. Critelli, James O. Donnelly, and Meg L. Hungerford, the ratification of S.R. Snodgrass, P.C., as the Company’s independent auditors for the fiscal year ending December 31, 2024, and the approval of the Norwood Financial Corp 2024 Equity Incentive Plan. The Annual Meeting also included presentations to shareholders from President and Chief Executive Officer, James O. Donnelly and Executive Vice President and Chief Financial Officer, William S. Lance.

Chairman Lewis J. Critelli welcomed shareholders and introduced the Directors present at the meeting. He then turned the meeting over to Mr. Donnelly, who conducted the formal business portion of the meeting.

Mr. Lance provided shareholders with a detailed report of the Company’s financial results for the 2023 fiscal year. Among the highlights of the Company’s performance in 2023 cited by Mr. Lance, was loan growth of 8.8%, deposit growth of 3.9%, and an increase in cash dividends paid to shareholders.


Mr. Donnelly’s address included the results for the first quarter of 2024 and a summary of the opportunities in many of the Company’s markets. Mr. Donnelly noted first quarter earnings were $4.4 million, earnings per share (diluted) were $0.55 per share, total loans increased 4.5% annualized, total deposits increased 9.8% annualized, and the net interest margin was 2.79%. As of March 31, 2024, the Company had total assets of $2.3 billion, total loans outstanding of $1.6 billion, deposits of $1.8 billion, and stockholders’ equity of $181.2 million.

Norwood Financial Corp, through its subsidiary Wayne Bank, operates fourteen offices in Northeastern Pennsylvania and fifteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. The Company’s stock is traded on the Nasdaq Market, under the symbol, “NWFL”.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, “bode”, “future performance” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in federal and state laws, changes in interest rates, our ability to maintain strong credit quality metrics, our ability to have future performance, our ability to control core operating expenses and costs, demand for real estate, government fiscal and trade policies, cybersecurity and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.


Contact:

   William S. Lance
     Executive Vice President & Chief Financial Officer
     NORWOOD FINANCIAL CORP
     570-253-8505
     www.waynebank.com