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) April 25, 2023

NORWOOD FINANCIAL CORP

(Exact name of registrant as specified in its charter)

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:

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.  ☐

NORWOOD FINANCIAL CORP

INFORMATION TO BE INCLUDED IN THE REPORT

Section 5 - Corporate Governance and Management

(1)    Election of Directors;

There were no abstentions in the election of directors.

(2)    Ratification of appointment of S.R. Snodgrass, P.C. as independent auditors for the fiscal year ending December 31, 2023;

There were no broker non-votes on the ratification of auditors.

(3)    Approval of non-binding resolution on executive compensation;

(4)    Whether advisory votes on executive compensation should occur every one, two or three years;

On April 28, 2023, the Company issued a press release announcing the results of the Annual Meeting. For further information, reference is made to the press release dated April 28, 2023, which is filed herewith as Exhibit 99.1 and incorporated herein by this reference.

Section 9 – Financial Statements and Exhibits

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.

EX-99.1

Exhibit 99.1

NORWOOD FINANCIAL CORP

HOLDS ANNUAL MEETING OF SHAREHOLDERS

FOR IMMEDIATE RELEASE – April 28, 2023

HONESDALE, PENNSYLVANIA

The 152nd Annual Meeting of Shareholders of Norwood Financial Corp (Nasdaq-NWFL), parent company of Wayne Bank, was held on Tuesday, April 25, 2023, in a virtual meeting format.

Matters presented to, and approved by, stockholders were the re-election of company directors Joseph W. Adams, Kevin M. Lamont, Dr. Kenneth A. Phillips, and Jeffrey S. Gifford, the ratification of S.R. Snodgrass, P.C., as the Company’s independent auditors for the fiscal year ending December 31, 2023, approval of a non-binding resolution on executive compensation, and the vote on the frequency of advisory votes on executive compensation every three years. The Annual Meeting also included presentations to shareholders from President and Chief Executive Officer, James O. Donnelly and Executive Vice President and Chief Financial Officer, William S. Lance.

Chairman Lewis J. Critelli welcomed shareholders and introduced the Directors present at the meeting. He then turned the meeting over to Mr. Donnelly, who conducted the formal business portion of the meeting.

Mr. Lance provided shareholders with a detailed report of the Company’s financial results for the 2022 fiscal year. Among the highlights of the Company’s performance in 2022 cited by Mr. Lance, were record earnings of $29.2 million, a $119 million increase in loans outstanding, and an increase in cash dividends paid to shareholders.

Mr. Donnelly’s address included the results for the first quarter of 2023 and a summary of the growth opportunities in many of the Company’s markets. Mr. Donnelly noted first quarter earnings were $5.8 million, earnings per share (diluted) were $0.71 per share, total deposits increased 6.6% annualized, and the net interest margin was 3.25%. As of March 31, 2023, the Company had total assets of $2.1 billion, total loans outstanding of $1.5 billion, deposits of $1.8 billion, and stockholders’ equity of $176.4 million.

Norwood Financial Corp, through its subsidiary Wayne Bank, operates fourteen offices in Northeastern Pennsylvania and fifteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. The Company’s stock is traded on the Nasdaq Market, under the symbol, “NWFL”.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, “bode”, “future performance” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in federal and state laws, changes in interest rates, the risks and uncertainty posed by, and the effect and impact of, the COVID-19 pandemic on the economy and the Company’s results of operation and financial condition, our ability to maintain strong credit quality metrics, our ability to have future performance, our ability to control core operating expenses and costs,

demand for real estate, government fiscal and trade policies, cybersecurity and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.