8-K

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): November 8, 2022

CNB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

1 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (814) 765-9621

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 8, 2022, Joseph B. Bower, Jr., President and Chief Executive Officer of CNB Financial Corporation (the “Corporation”), the parent company of CNB Bank (the “Bank”), notified the Corporation of his intention to retire from the Board of Directors of the Corporation and the Bank, effective December 31, 2022. Mr. Bower’s retirement is not due to any disagreement with the Corporation or the Bank. The Corporation previously announced that Mr. Bower will retire from his position as President and Chief Executive Officer of the Corporation effective December 31, 2022.

On November 8, 2022, the Board of Directors of the Corporation appointed Michael Peduzzi to the Board of Directors of the Corporation, effective January 1, 2023. Mr. Peduzzi was previously appointed to the Board of Directors of the Bank and will continue to serve on the Bank’s Board of Directors. Mr. Peduzzi currently serves as Vice President of the Corporation as well as President and Chief Executive Officer of the Bank and will succeed Mr. Bower as President and Chief Executive Officer of the Corporation upon his retirement.

There were no arrangements or understandings between Mr. Peduzzi and any other person pursuant to which he was selected as a director. Additionally, there has been no transaction nor are there any proposed transactions between the Corporation, the Bank and Mr. Peduzzi that would require disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Peduzzi’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

SIGNATURE

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.

EX-99.1

Exhibit 99.1

News Release

Michael Peduzzi Appointed to CNB Financial Corporation Board of Directors

CLEARFIELD, Pa., November 9, 2022 – CNB Financial Corporation (“CNB”) (NASDAQ: CCNE), the parent company of CNB Bank, announced that Michael Peduzzi, currently the Vice President of CNB and the President and Chief Executive Officer of CNB Bank, was appointed to the Board of Directors of CNB effective January 1, 2023. Mr. Peduzzi was previously appointed to the Board of Directors of CNB Bank and will continue to serve on the Board of Directors of CNB Bank. CNB previously announced that Mr. Peduzzi will succeed Joseph B. Bower, Jr. as President and Chief Executive Officer of CNB on December 31, 2022. On November 8, 2022, Mr. Bower informed CNB of his retirement from the Boards of Directors of CNB and CNB Bank, effective December 31, 2022.

Mr. Peduzzi, who is also a licensed certified public accountant, has over 34 years’ experience serving the banking and financial services industries.

“We are pleased to welcome Mike Peduzzi as a board member,” said Peter Smith, Charmain of the Boards of Directors of both CNB and CNB Bank. “With Mike’s extensive financial and banking expertise, he will bring valuable perspective to our Boards of Directors.”

AboutCNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $5.3 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, three loan production offices, one drive-up office and 46 full-service offices in Pennsylvania, Ohio, New York and Virginia. CNB Bank’s divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; and Ridge View Bank, with loan production offices in the Southwest Virginia region. CNB Bank is headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.