f8k_042611-0160.htm
 
 
 
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 26, 2011
  

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
3(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 (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 
 



 
 
 

NORWOOD FINANCIAL CORP.

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.07.  Submission of Matters to a Vote of Security Holders

(a)           On April 26, 2011, 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
             
Daniel J. O’Neill
  
1,986,589
  
30,776
  
382,928
Dr. Kenneth A. Phillips
  
1,972,433
  
44,932
  
382,928

There were no abstentions in the election of directors.

(2)           Approval of a non-binding resolution on executive compensation.
 
For
  
Against
  
Abstain
  
Broker
Non-Vote
1,890,141
  
81,208
  
46,016
  
382,928

(3)           Whether advisory votes on executive compensation should occur every one, two or threeyears.

One Year
  
Two Years
  
Three Years
  
Abstain
  
Broker
Non-Vote
487,287
  
101,719
  
1,396,601
  
31,758
  
382,928

(4)  
Ratification of appointment of S.R. Snodgrass, A.C. as independent auditors for the fiscal year ending December 31, 2011.

For
  
Against
  
Abstain
2,327,350
  
52,675
  
20,268

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

*     *     *     *     *

(d)           The Registrant’s Board of Directors has determined in light of the vote on Proposal 3 above to include a shareholder advisory vote on executive compensation in its proxy materials every three years.
 
 
 
 

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 28, 2011
  
By: 
/s/ Lewis J. Critelli
     
Lewis J. Critelli
President and Chief Executive Officer
(Duly Authorized Representative)