Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) OnMay 26, 2020 , the Company held its annual meeting of stockholders in virtual format. (b) The following is a record of the vote on each matter presented at the annual meeting. (1) Election of Directors Broker Nominee For Withheld Non-Vote Joseph W. Adams 3,777,012 348,966 1,380,822 Kevin M. Lamont 3,767,480 358,498 1,380,822 Dr. Kenneth A. Phillips 3,972,833 153,145 1,380,822
There were no abstentions in the election of directors.
(2) Approval of the Agreement and Plan of Merger datedJanuary 8, 2020 , by and amongNorwood Financial Corp. ,Wayne Bank ,UpState New York Bancorp, Inc. andUSNY Bank . Broker For Against Abstain Non-Vote 4,046,000 65,146 14,832 1,380,822
(3) Ratification of appointment of
Broker For Against Abstain Non-Vote 5,457,848 34,447 14,505 -
There were no broker non-votes on the ratification of auditors.
(4) Approval of the non-binding advisory resolution on executive compensation.
Broker For Against Abstain Non-Vote 3,888,526 169,426 68,026 1,380,822
For further information, reference is made to the Registrant's press release
dated
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: 99.1 Press Release, datedMay 27, 2020
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