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

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Date of Report (Date of earliest event reported): May 2, 2023

FIDELITY D & D BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	001-38229	23-3017653
(State or other<br><br> <br>jurisdiction of<br><br> <br>incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
Blakely and Drinker Streets, Dunmore, PA	18512
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (570) 342-8281

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):

☐ 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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	FDBC	The NASDAQ Stock Market, LLC

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. ☐

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FIDELITY D & D BANCORP, INC.

CURRENT REPORT ON FORM 8-K

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

Kristin D. O'Donnell, a Class B Director, resigned, effective May 2, 2023, from the Boards of Directors of Fidelity D & D Bancorp, Inc. (the “Corporation”) and The Fidelity Deposit and Discount Bank (the “Bank”), the Corporation’s wholly-owned subsidiary. Mrs. O'Donnell has served as a member of the Corporation’s and the Bank’s Boards of Directors since 2012.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the annual meeting of shareholders held on May 2, 2023, the judge of election made the report concerning the results of balloting. Holders of 4,205,385 shares of common stock, representing 73% of the total number of shares outstanding, were represented electronically or by proxy at the 2023 annual meeting of shareholders. The following proposals were submitted by the Board of Directors to a vote of security holders:

(1) Election of three Class B Directors to serve for a three-year term and until their successors are properly elected and qualified:

	Votes for	Votes withheld	Broker non-votes
William J. Joyce, Sr.	2,791,760	288,443	1,125,182
Kristin D. O'Donnell	2,749,130	331,073	1,125,182
Alan Silverman	3,003,707	76,496	1,125,182

Based on the votes set forth above, the foregoing persons were duly elected to serve as directors for a term expiring at the annual meeting of shareholders in 2026 and until their respective successors have been duly elected and qualified.

In addition to the above elected Class B Directors, at the conclusion of its annual meeting, the Company’s Board of Directors consisted of: John T. Cognetti, Michael J. McDonald, Esquire and HelenBeth G. Vilcek, as Class A Directors whose terms expire in 2024, and Brian J. Cali, Esquire, Richard M. Hotchkiss, Daniel J. Santaniello and Paul C. Woelkers, as Class C Directors whose terms expire in 2025.

(2) To ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The proposal received the following votes:

Votes for	Votes against	Votes abstain	Broker non-votes
4,194,139	1,905	9,341	-

Based on the votes set forth above, the appointment of RSM US LLP as the independent registered public accounting firm to serve for the year ending December 31, 2023 was duly ratified by the shareholders.

Item 7.01 Regulation FD Disclosure

On May 2, 2023, executive management of Fidelity D & D Bancorp, Inc. delivered a presentation at the Company’s Annual Meeting of Shareholders. A copy of the presentation is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Presentation at the Company’s Annual Shareholder meeting on May 2, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in this Item 9.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

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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.

FIDELITY D & D BANCORP, INC.

Date: May 3, 2023	By: /s/ Salvatore R. DeFrancesco, Jr.
	Salvatore R. DeFrancesco, Jr.
	Treasurer and Chief Financial Officer

ex_511382.htm

Exhibit 99.1