CNB FINANCIAL CORP/PA 8-K

What Happened

• CNB Financial Corporation (CCNE) reported final voting results from its April 21, 2026 Annual Meeting of Shareholders. Shareholders elected six directors across Classes 1–3, approved the advisory (non‑binding) vote on named executive officer compensation, voted to hold the say‑on‑pay vote annually, and ratified Forvis Mazars, LLP as the company’s independent registered public accounting firm for 2026. The Corporation’s definitive proxy for the meeting was filed March 16, 2026.

Key Details

• Class 1 directors elected to serve through the 2029 meeting:
  • Jeffrey S. Powell — For: 20,178,488; Against: 1,233,623; Abstentions: 259,856; Broker non‑votes: 2,615,527
  • Gary S. Olson — For: 20,694,522; Against: 718,806; Abstentions: 258,640; Broker non‑votes: 2,615,526
  • Francis X. Straub, III — For: 21,104,990; Against: 303,689; Abstentions: 263,291; Broker non‑votes: 2,615,524
  • Peter C. Varischetti — For: 20,940,208; Against: 465,926; Abstentions: 265,836; Broker non‑votes: 2,615,524
• Class 2 director elected to serve through the 2028 meeting:
  • Daniel J. Henning — For: 20,778,942; Against: 628,977; Abstentions: 264,051; Broker non‑votes: 2,615,524
• Class 3 director elected to serve through the 2027 meeting:
  • Robert C. Selig, Jr. — For: 20,710,884; Against: 684,257; Abstentions: 276,830; Broker non‑votes: 2,615,523
• Advisory vote on named executive officer compensation: For 20,982,678; Against 353,900; Abstentions 335,392; Broker non‑votes 2,615,524 (approved, non‑binding).
• Advisory vote on frequency of the say‑on‑pay vote: One year received 19,350,308 votes (annual frequency preferred over two or three years).
• Ratification of independent auditor: Forvis Mazars, LLP ratified — For 23,919,025; Against 44,031; Abstentions 324,438.

Why It Matters

• Board continuity: The re‑election of incumbent directors maintains current leadership and oversight at CNB Financial, which can affect strategy and governance stability.
• Executive pay oversight: Shareholders approved the company’s executive compensation (non‑binding) and selected an annual advisory vote, meaning investors will have a say on pay each year in the company’s proxy materials.
• Audit continuity: Ratifying Forvis Mazars, LLP keeps the company’s independent audit provider in place for 2026, an important factor for financial reporting and investor confidence.