QNB CORP. 8-K

What Happened
QNB CORP. announced the results of its 2026 Annual Meeting of Shareholders held June 9, 2026 (proxy statement dated April 30, 2026). As of the record date, holders of 4,993,046 shares of common stock were entitled to vote. Shareholders voted to elect four Class II directors, approve a 2026 Employee Stock Purchase Plan (ESPP), and ratify the appointment of Baker Tilly US, LLP as the company’s independent registered public accounting firm for 2026.

Key Details

• Record date/entitled shares: 4,993,046 shares entitled to vote.
• Director elections (Class II, three-year terms):
  • Laurie A. Bergman: For 2,654,204; Withheld 36,349; Broker non-votes 546,197
  • Randy S. Bimes: For 2,648,199; Withheld 42,134; Broker non-votes 546,197
  • Kenneth F. Brown, Jr.: For 2,639,694; Withheld 50,859; Broker non-votes 546,197
  • Randall E. Stauffer: For 2,639,847; Withheld 50,706; Broker non-votes 546,197
• 2026 Employee Stock Purchase Plan: For 2,630,365; Against 35,230; Abstain 24,958; Broker non-votes 546,197 (proposal approved).
• Auditor ratification: Baker Tilly US, LLP ratified with For 3,210,074; Against 9,332; Abstain 17,344.

Why It Matters
These voting results confirm board continuity (four Class II directors re-elected) and shareholder approval of the ESPP, which enables employee equity purchases under a company plan. Ratification of Baker Tilly maintains the company’s independent auditor for 2026. Broker non-votes (546,197) show a portion of shares held by brokers did not vote on non-routine items, a common occurrence that can affect vote totals for certain proposals.