Item 5.07. Submission of Matters to a Vote of Security Holders.






    (a)  On May 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 dated January 8, 2020, by and
among Norwood Financial Corp., Wayne Bank, UpState New York Bancorp, Inc. and
USNY Bank.



                                                       Broker
                         For      Against   Abstain   Non-Vote
                      4,046,000   65,146    14,832    1,380,822

(3) Ratification of appointment of S.R. Snodgrass, P.C. as independent auditors for the fiscal year ending December 31, 2020.





                                                        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 May 27, 2020, which is filed herewith as Exhibit 99.1 and incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits:



                  99.1     Press Release, dated May 27, 2020

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