8-K - NWFL - Equibles

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 28, 2026

NORWOOD FINANCIAL CORP

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania	0-28364	23-2828306
(State or Other Jurisdiction<br> <br>of Incorporation)	(Commission<br> <br>File No.)	(I.R.S. Employer<br> <br>Identification No.)
717 Main Street, Honesdale, Pennsylvania	18431
---	---
(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):

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of class	Trading<br> <br>symbol	Name of exchange<br> <br>on which registered Common
Common Stock, $0.10 par value	NWFL	The Nasdaq Stock Market

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

The Annual Meeting of Stockholders of Norwood Financial Corp (the “Company”) was held on April 28, 2026. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2026. Proposals 1, 2 and 3 were approved by the Company’s stockholders.

The final results of the stockholder vote were as follows:

1.	The following individuals were elected to serve as a director of the Company each for a three-year term or until his successor is duly elected and qualified, by the following vote:
	For	Withhold	Broker Non-Votes
---	---	---	---
Kevin M. Lamont	5,723,340	599,492	1,986,804
Dr. Kenneth A. Phillips	5,740,131	582,701	1,986,804
Jeffrey S. Gifford	6,201,415	121,417	1,986,804
2.	The ratification of the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
---	---
For	Against	Abstain	Broker Non-Votes
---	---	---	---
7,956,697	51,063	301,876	—
3.	The approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers.
---	---
For	Against	Abstain	Broker Non-Votes
---	---	---	---
5,282,802	802,735	237,295	1,986,804

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: May 4, 2026	By:	/s/John M. McCaffery
		John M. McCaffery
		Executive Vice President and
		Chief Executive Officer