NORWOOD FINANCIAL CORP 8-K

What Happened
Norwood Financial Corp (NWFL) filed an 8-K reporting the results of its Annual Meeting of Stockholders held April 28, 2026 (proxy statement filed March 25, 2026). Stockholders approved the election of three directors to three‑year terms, ratified the appointment of S.R. Snodgrass, P.C. as the company’s independent registered public accounting firm for 2026, and passed a non‑binding advisory vote on executive compensation.

Key Details

• Directors elected (each for a three‑year term):
  • Kevin M. Lamont — For: 5,723,340; Withhold: 599,492; Broker non‑votes: 1,986,804.
  • Dr. Kenneth A. Phillips — For: 5,740,131; Withhold: 582,701; Broker non‑votes: 1,986,804.
  • Jeffrey S. Gifford — For: 6,201,415; Withhold: 121,417; Broker non‑votes: 1,986,804.
• Auditor ratification: S.R. Snodgrass, P.C. approved as independent registered public accounting firm for year ending Dec. 31, 2026 — For: 7,956,697; Against: 51,063; Abstain: 301,876.
• Advisory (non‑binding) vote on named executive officer compensation: For: 5,282,802; Against: 802,735; Abstain: 237,295; Broker non‑votes: 1,986,804.

Why It Matters
The vote confirms the company’s board lineup for the next three years and secures its independent auditor for 2026, establishing continuity in governance and financial oversight. The advisory "say‑on‑pay" proposal passed (non‑binding), providing management with shareholder approval of executive compensation while reflecting a measurable level of opposition that investors and the company may monitor going forward. Broker non‑votes were present on several matters and are reflected in the tallies.