8-K
Qnb Corp. (QNBC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
May 24, 2022
QNB Corp.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-17706 | 23-2318082 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
15 North Third Street, P.O. Box 9005, Quakertown, PA 18951-9005
(Address of principal executive offices, including zip code)
(215) 538-5600
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | QNBC | N/A |
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:
| ☐ | 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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
|---|
On May 24, 2022, QNB Corp. (the “Company”) held its 2022 Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Company voted on the following proposals stated in the Proxy Statement dated April 12, 2022.
As of the record date for the Annual Meeting, holders of a total of 3,551,629 shares of the Company’s Common Stock were entitled to vote on the matters considered at the Annual Meeting. The proposals voted on and a record of the vote on each matter presented to the shareholders of the Company at the Annual Meeting were as follows:
Proposal No. 1: Election of Class I Directors to serve a term of three years and until their successors are elected:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Autumn R. Bayles | 1,966,471 | 129,396 | 458,637 |
| David W. Freeman | 2,069,491 | 26,376 | 458,637 |
| Ranajoy Ray-Chaudhuri | 1,934,732 | 161,135 | 458,637 |
Proposal No. 2: To approve an advisory vote on executive compensation:
| Votes For | Votes Against | Abstain |
|---|---|---|
| 1,985,112 | 49,747 | 61,008 |
Proposal No. 3: To ratify the appointment of Baker Tilly US, LLP as QNB’s independent registered public accounting firm for 2022:
| Votes For | Votes Against | Abstain |
|---|---|---|
| 2,519,540 | 18,983 | 15,981 |
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 thereunto duly authorized.
| QNB Corp. | |
|---|---|
| By: | /s/ Janice S. McCracken Erkes |
| Janice S. McCracken Erkes | |
| Chief Financial Officer | |
| Dated: May 25, 2022 |