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

ly Date of Report (Date of Earliest Event Reported): ~~September~~October 2523, 2019

DNB Financial Corporation

__________________________________________

(Exact name of registrant as specified in its charter)


Pennsylvania	1-34242	23-2222567
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

4 Brandywine Avenue, Downingtown, Pennsylvania		19335
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		(610) 269-1040

Title of each class		Trading symbol(s)	Name of each exchange on which registered
Common Stock ($1.00 Par Value)		DNBF	The NASDAQ Stock Market LLC

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:

[ ] 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))

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 2.0702. ~~Submission~~ Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~September 25~~October 23, 2019, DNB Financial Corporation ~~(“DNB”)~~issued ~~held~~ a ~~Special~~press ~~Meeting~~release ofdiscussing ~~Shareholders (~~the ~~“Special~~Company's ~~Meeting”).~~Third AtQuarter ~~the~~2019 ~~Special Meeting,~~Results. ~~three~~The ~~matters~~press ~~were~~release, ~~submitted~~attached toas aExhibit ~~vote of shareholders: (~~99.1~~) approval~~ ofhereto ~~the Agreement~~ and ~~Plan~~incorporated ofherein ~~Merger, dated as of June 5, 2019,~~ by ~~and between S&T Bancorp (“S&T”) and DNB~~reference, ~~pursuant~~is tobeing ~~which~~furnished ~~DNB will merge with and into S&T (the “DNB Merger Proposal”), (2) approval of an adjournment of the Special Meeting, if necessary or appropriate,~~ to ~~solicit additional proxies in favor of~~ the ~~DNB~~SEC ~~Merger Proposal,~~ and ~~(3)~~shall ~~approval~~not ofbe andeemed ~~advisory (non-binding) resolution approving the compensation that certain executive officers of DNB may receive in connection with the merger of DNB with and into S&T pursuant~~ to ~~agreements~~be or"filed" ~~arrangements~~for ~~with~~any ~~DNB~~purpose.

~~As of the close of business on August 19, 2019, the record date for the Special Meeting, 4,334,782 shares of common stock, par value, $1.00~~ ~~per~~ Item ~~share, of DNB (the “Common Stock”) were outstanding and entitled to vote~~8. ~~At the Special Meeting, 3,097,308, or approximately 71~~01.~~45%,~~ ofOther ~~the outstanding Common Stock entitled to vote were represented in person or by proxy. This constituted a~~Events ~~quorum for all matters to be presented at the Special Meeting.~~

The ~~number~~information ofin ~~votes~~Item ~~cast~~2.02 ~~for~~is orincorporated ~~against~~into asthis toItem ~~each~~8.01 ~~such~~by ~~matter, as well as the number of abstentions as to each such matter, are set forth below~~reference.

~~Proposal~~ Item 19.01. –Financial ~~To approve~~Statements ~~the~~and ~~DNB~~Exhibits. ~~Merger~~ ~~Proposal.~~

FOR	AGAINST	ABSTAIN
3,018,300	57,085	21,923

~~There~~ 99.1 ~~were~~Press noRelease, ~~broker~~dated ~~non-votes~~October 23, on2019 ~~this~~of ~~proposal.~~DNB Financial Corporation

Proposal 2 – To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the DNB Merger Proposal.

FOR	AGAINST	ABSTAIN
2,922,843	159,748	14,717

There were no broker non-votes on this proposal.

With respect to Proposal 2, to approve the adjournment of the Special Meeting if necessary or appropriate to solicit additional proxies in favor of the approval of the DNB Merger Proposal, although the vote was taken, no motion to adjourn was made because the proposal to approve the DNB Merger Proposal had passed.

Proposal 3 – To approve an advisory (non-binding) resolution approving the compensation that certain executive officers of DNB may receive in connection with the merger of DNB with and into S&T pursuant to agreements or arrangements with DNB.

FOR	AGAINST	ABSTAIN
2,611,132	472,516	13,659

There were no broker non-votes on this proposal.

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.

	DNB Financial Corporation
September 25, 2019	By:	/s/ Gerald F. Sopp
October 23, 2019	By:	/s/ Gerald F. Sopp
		Name: Gerald F. Sopp
		Title: Chief Financial Officer and Executive Vice President

Exhibit Index

nuary
Exhibit No.		Description
99.1		Press Release dated October 23, 2019 of DNB Financial Corporation

Filing Compare · DNB FINANCIAL CORP /PA/