Norwood Financial Corp 8-K, filed Apr 15, 2020
Norwood Financial Corp (NWFL)
About this 8-K
Norwood Financial Corp filed this 8-K on April 15, 2020, reporting on events of April 14, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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 14, 2020
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 | |
| (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) |
| ☐ | 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, par value $0.10 per share | NWFL | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
NORWOOD FINANCIAL CORP.
INFORMATION TO BE INCLUDED IN THE REPORT
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 14, 2020, the Board of Directors of the Company adopted an amendment to Article II of Company’s Bylaws. Article II was amended to add a new Section 2.14 which provides that the Board of Directors may determine that a meeting of stockholders will not be held at any particular geographic location and may allow stockholders to participate in an annual meeting of stockholders or a special meeting of stockholders by means of the Internet or other electronic communications technology in a fashion pursuant to which the stockholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence.
The foregoing summary of the amendment to the Company’s Bylaws is not complete and is qualified in its entirety by reference to the complete text of such amendment, which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed as part of this report:
Exhibit 3.1 Article II, Section 2.14, of the Bylaws of the Company
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 14, 2020 | By: | /s/ William S. Lance | ||||
| William S. Lance | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
| (Duly Authorized Representative) | ||||||
EXHIBIT 3.1
Section 2.14 Meetings Of Stockholders By Internet or Electronic Communications.
(a) Notwithstanding anything in these Bylaws to the contrary, the Company may allow stockholders to participate in an annual meeting of stockholders or a special meeting of stockholders by means of the Internet or other electronic communications technology in a fashion pursuant to which the stockholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the stockholders, pose questions to the directors and make appropriate motions and comment on the business of the meeting.
(b) Participation in a meeting of stockholders by the means authorized by subsection (a) of this section constitutes presence in person at the meeting for quorum and voting purposes.
(c) Notwithstanding anything herein to the contrary, the Board of Directors may determine that a meeting of stockholders will not be held at any particular geographic location, but instead may be held solely by means of the Internet or other electronic communications technology in a fashion pursuant to which the stockholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the stockholders, pose questions to the directors and make appropriate motions and comment on the business of the meeting.
(d) The presence or participation, including voting and taking other action, at a meeting of shareholders or the expression of consent or dissent to corporate action by a shareholder by conference telephone or other electronic means, including, without limitation, the Internet, shall constitute the presence of, or vote or action by, or consent or dissent of the shareholder.