MID PENN BANCORP INC 8-K

What Happened MID PENN BANCORP, INC filed an 8-K on May 12, 2026 reporting the results of its Annual Meeting of Shareholders. Of 25,339,110 shares outstanding as of the record date, 20,120,398 shares were present in person or by proxy. Shareholders elected five Class A directors to three‑year terms, approved a non‑binding advisory vote on executive compensation, and ratified Deloitte & Touche LLP as the independent auditor for the 2026 fiscal year.

Key Details

• Shares: 25,339,110 shares outstanding (record date); 20,120,398 shares present at the meeting.
• Director elections (votes For / Withheld; broker non‑votes = 2,267,428 for each):
  • Thomas R. Brugger: 17,553,858 For; 299,112 Withheld
  • Albert J. Evans: 17,524,010 For; 328,961 Withheld
  • Joel L. Frank: 16,056,834 For; 1,796,136 Withheld
  • Brian A. Hudson, Sr.: 16,604,953 For; 1,248,017 Withheld
  • John E. Noone: 16,808,381 For; 1,044,589 Withheld
• Advisory executive compensation vote (non‑binding): 17,185,517 For; 509,600 Against; 157,854 Abstentions; broker non‑votes 2,267,428.
• Auditor ratification: Deloitte & Touche LLP ratified as independent registered public accounting firm for year ending Dec 31, 2026 — 19,964,116 For; 102,301 Against; 53,981 Abstentions.

Why It Matters

• Board composition: Election results finalize the board’s Class A membership for the next three years and determine who will oversee strategy and risk decisions. Vote totals show varying levels of shareholder support across nominees.
• Executive pay: The advisory (non‑binding) approval indicates a majority of voting shareholders supported the company’s executive compensation disclosure, but since it is advisory, the board may consider the results when setting future pay policies.
• Auditor confirmation: Ratifying Deloitte secures continuity of the company’s external audit for 2026, an important governance and financial reporting matter.

Filed signature: report signed May 12, 2026 by Rory G. Ritrievi, President & CEO.