0000750558NONE00007505582024-05-212024-05-21

 

UNITED STATESPRIVATE

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):

May 21, 2024

 

QNB Corp.

(Exact name of registrant as specified in its charter)

 

Pennsylvania

0-17706

23-2318082

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

15 North Third Street, P.O. Box 9005, Quakertown, PA 18951-9005

(Address of principal executive offices, including zip code)

 

(215) 538-5600

(Registrant's telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

QNBC

 

N/A

 

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 communication 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 5.07

Submission of Matters to a Vote of Security Holders

 

On May 21, 2024, the Company held its 2024 Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Company voted on the following proposals stated in the Proxy Statement dated April 9, 2024.

 

As of the record date for the Annual Meeting, holders of a total of 3,654,784 shares of the Company’s Common Stock were entitled to vote on the matters considered at the Annual Meeting. The proposals voted on and a record of the vote on each matter presented to the shareholders of the Company at the Annual Meeting were as follows:

 

 

Proposal No. 1: Election of Class III Directors to serve a term of three years and until their successors are elected:

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Gerald G. Gorski

 

1,854,321

 

53,274

 

494,528

Jennifer L. Mann

 

1,865,182

 

42,413

 

494,528

Scott R. Stevenson

 

1,856,482

 

51,113

 

494,528

 

Proposal No. 2: To ratify the appointment of Baker Tilly US, LLP as QNB’s independent registered public accounting firm for 2024:

 

Votes For

 

Votes Against

 

Abstain

2,339,014

 

37,277

 

25,832

 

Item 7.01

Regulation FD Disclosure

 

On May 21, 2024, QNB Corp. (the “Company”) held its 2024 Annual Meeting of Shareholders for which the Board of Directors solicited proxies and held its regularly scheduled Board Meeting. At the close of the Annual Meeting, the retirements of Mr. Dennis Helf, Chairman, and Mr. Thomas J. Bisko, Director, became effective, as well as the appointment of Director Randy S. Bimes as Chairman. Following is the post 2024 Annual Meeting of Shareholders Committee Charting:

 

Board Member

 

Board

 

Audit

 

Compensation

 

Executive

 

Nominating

Autumn R. Bayles

 

X

 

X

 

C

 

 

 

 

Laurie Bergman

 

X

 

X

 

 

 

 

 

 

Randy S. Bimes

 

C

 

 

 

 

 

C

 

X

Kenneth F. Brown, Jr.

 

X

 

 

 

X

 

X

 

C

David W. Freeman

 

X

 

 

 

 

 

X

 

 

Gerald E. Gorski

 

X

 

 

 

 

 

 

 

 

Jennifer L. Mann

 

X

 

X

 

X

 

 

 

 

Ranajoy Ray-Chauduri

 

X

 

X

 

 

 

 

 

 

W. Randall Stauffer

 

X

 

 

 

X

 

X

 

 

Scott R. Stevenson

 

X

 

C

 

 

 

 

 

X

 

 

 

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.

 

 

 

QNB Corp.

 

 

 

 

 

 

 

By:

/s/ Jeffrey Lehocky

 

 

Jeffrey Lehocky

 

 

Chief Financial Officer

 

 

 

 

Dated: May 21, 2024

 

 

 

v3.24.1.1.u2
Document and Entity Information
May 21, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 21, 2024
Entity Registrant Name QNB Corp.
Entity Central Index Key 0000750558
Entity Emerging Growth Company false
Entity File Number 0-17706
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Tax Identification Number 23-2318082
Entity Incorporation, State or Country Code PA
Entity Address, Address Line One 15 North Third Street
Entity Address, Address Line Two P.O. Box 9005
Entity Address, City or Town Quakertown
Entity Address, State or Province PA
Entity Address, Postal Zip Code 18951-9005
City Area Code 215
Local Phone Number 538-5600
Title of 12(b) Security Common Stock
Trading Symbol QNBC
Security Exchange Name NONE
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