Current Report Filing (8-k)
18 May 2017 - 6:32AM
Edgar (US Regulatory)
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 17, 2017
CB FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in
its charter)
Pennsylvania
|
001-36706
|
51-0534721
|
(State or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
100 N. Market Street, Carmichaels, Pennsylvania
15320
(Address of principal executive offices,
including zip code)
(724) 966-5041
(Registrant’s telephone number, including
area code)
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 or Rule 12b-2 of the Securities Exchange Act
of 1934.
Emerging
growth company
x
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.
x
Item 5.02
|
|
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
.
|
On May 17, 2017, Patrick G. O’Brien
was promoted to President of CB Financial Services, Inc. (the “Company”) and of its subsidiary bank, Community Bank,
succeeding Barron P. McCune, Jr. in that office. Mr. McCune will continue to serve as Vice Chairman and Chief Executive Officer
of both organizations. Mr. O’Brien had served as Senior Executive Vice President and Chief Operating Officer of the Company
and Community Bank.
Item 5.07
|
|
Submission of Matters to a Vote of Security Holders
.
|
The Company held its annual meeting of stockholders
on May 17, 2017. The final voting results as to each matter submitted to a vote of stockholders are as follows:
|
1.
|
The following individuals were elected as directors for a three-year term and until their successors are elected and qualified,
by the following vote:
|
Name
|
|
For
|
|
Withheld
|
|
Broker
Non-Votes
|
Mark E. Fox
|
|
2,307,978
|
|
88,731
|
|
914,829
|
William C. Groves
|
|
2,175,956
|
|
220,753
|
|
914,829
|
John J. LaCarte
|
|
2,302,472
|
|
94,237
|
|
914,829
|
David F. Pollock
|
|
2,331,954
|
|
64,755
|
|
914,829
|
|
2.
|
The appointment of Baker Tilly Virchow Krause, LLP to serve as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2017 was ratified by the following vote:
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
3,319,732
|
|
61,650
|
|
130,156
|
|
-
|
Item 7.01
|
|
Regulation FD Disclosure
.
|
On May 17, 2017, Messrs. McCune and O’Brien
delivered a presentation to the attendees of the Company’s 2017 Annual Shareholders’ Meeting. A copy of the “CB
Financial Services, Inc. – Shareholder Presentation” is furnished herewith as Exhibit 99.1 and is incorporated herein
by reference.
On May 17, 2017, the Company issued a press
release announcing the events reported under Items 5.02, 5.07 and 8.01 herein. A copy of the press release is furnished herewith
as Exhibit 99.2 (“Annual Meeting Results”) and incorporated in this Item 7.01 by reference.
On May 17, 2017, Ralph Burchianti was promoted
to Executive Vice President and Chief Credit Officer of Community Bank. He had previously served as Executive Vice President of
Loan Administration.
On May 17, 2017, CB Financial Services,
Inc. (the “Company”) announced that its Board of Directors declared a cash dividend on the Company’s outstanding
shares of stock. The dividend of $0.22 per share will be paid on or about June 19, 2017 to stockholders of record on June 9, 2017.
A copy of the press release announcing the
cash dividend is included as Exhibit 99.3 (“Cash Dividend Declaration”) and incorporated herein by reference.
Item 9.01
|
|
Financial Statements and Exhibits
.
|
(d) Exhibits
99.1 CB Financial Services, Inc. – Shareholder
Presentation
99.2 Press Release dated May 17, 2017 - Annual
Meeting Results
99.3 Press Release dated May 17, 2017 - Cash
Dividend Declaration
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.
|
CB FINANCIAL SERVICES, INC.
|
|
|
|
|
|
|
|
|
|
Date: May 17, 2017
|
By:
|
/s/ Kevin D. Lemley
|
|
|
Kevin D. Lemley
|
|
|
Executive Vice President and Chief Financial Officer
|
CB Financial Services (NASDAQ:CBFV)
Historical Stock Chart
From Jun 2024 to Jul 2024
CB Financial Services (NASDAQ:CBFV)
Historical Stock Chart
From Jul 2023 to Jul 2024