Cnb Financial Corp 8-K, filed Mar 10, 2022
Cnb Financial Corp (CCNE)
About this 8-K
Cnb Financial Corp filed this 8-K on March 10, 2022, reporting on events of March 4, 2022.
Items reported
- Item 4.01: Change of auditor
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) Crowe LLP (“Crowe”) was previously the principal accountants for CNB Financial Corporation (the “Company”). Following a competitive process commenced at the direction of the Audit Committee of the Board of Directors (the “Audit Committee”), on March 4, 2022, the Company engaged BKD, LLP (“BKD”) as the Company’s new principal accountants for the year ending December 31, 2022. As a result of the engagement of BKD, on March 4, 2022, the Company dismissed Crowe LLP (“Crowe”) as the Company’s principal accountants. The decision to change accountants was approved by the Audit Committee on March 4, 2022.
During the two fiscal years ended December 31, 2021, and the subsequent interim period through March 3, 2022, there were no: (1) disagreements (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have cause them to make reference to the subject matter of the disagreements in connection with their reports, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
The audit reports of Crowe on the consolidated financial statements of the Company and its subsidiaries as of and for the years ended December 31, 2021 and 2020 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
The Company provided Crowe with a copy of the foregoing disclosures on this Current Report on Form 8-K and requested that Crowe furnish the Company with a letter addressed to the United States Securities and Exchange Commission (the “Commission”) stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of that letter, dated March 10, 2022, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) On March 4, 2022, the Audit Committee approved the appointment of BKD as the Company’s independent registered public accounting firm beginning with the Company’s fiscal quarter ending March 31, 2022, effective immediately. During the years ended December 31, 2021 and 2020, and through March 3, 2022, the Company did not consult with BKD with respect to (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might have been rendered on the Company’s consolidated financial statements, or (2) any matters that were either the subject of a disagreement (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 16.1 | Letter of Crowe LLP, dated as of March 10, 2022 | |
| 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.
| CNB FINANCIAL CORPORATION | ||||
| Date: March 10, 2022 | By: | /s/ Tito L. Lima | ||
| Tito L. Lima | ||||
| Treasurer | ||||
Exhibit 16.1
March 10, 2022
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, N. E.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the comments made regarding us in Item 4.01(a) of Form 8-K of CNB Financial Corporation dated March 10, 2022 and are in agreement with those statements.
/s/ Crowe LLP
Crowe LLP
Columbus, Ohio
| cc: | Mr. Jeffrey Powell |
| Audit Committee Chairman |
| CNB Financial Corporation |