CB Financial Services, Inc. 8-K

What Happened
CB Financial Services, Inc. held its annual meeting of stockholders on May 20, 2026 and filed an 8-K reporting the vote results. Three director nominees — Mark E. Fox, John J. LaCarte and David F. Pollock — were each elected to three‑year terms. Stockholders ratified Forvis Mazars, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The company’s advisory (non‑binding) vote to approve executive compensation ("say‑on‑pay") was approved, and stockholders voted to hold the say‑on‑pay vote annually going forward until the next required frequency vote in 2032.

Key Details

• Directors elected (each for a three‑year term):
  • Mark E. Fox — For: 2,264,932; Withheld: 745,970; Broker non‑votes: 1,075,030
  • John J. LaCarte — For: 2,517,740; Withheld: 493,162; Broker non‑votes: 1,075,030
  • David F. Pollock — For: 2,301,353; Withheld: 709,549; Broker non‑votes: 1,075,030
• Auditor ratified: Forvis Mazars, LLP approved as independent registered public accounting firm for fiscal 2026 — For: 4,082,439; Against: 2,141; Abstain: 1,352.
• Say‑on‑pay (advisory vote on named executive officer compensation): For: 2,778,407; Against: 217,245; Abstain: 15,250; Broker non‑votes: 1,075,030.
• Frequency of future say‑on‑pay votes determined by stockholders: Annual preferred — Every Year: 2,862,354; Every Two Years: 16,435; Every Three Years: 81,487; Abstain: 50,626. Company will include an annual advisory vote on executive compensation in proxy materials until the next required frequency vote at the 2032 Annual Meeting.

Why It Matters

• Board continuity: Re‑election of the three nominees maintains current board composition and governance continuity.
• Audit continuity: Ratification of Forvis Mazars, LLP confirms the firm that will audit the company’s financial statements for fiscal 2026.
• Executive pay oversight: Approval of the advisory say‑on‑pay and the decision to hold it annually reflects stockholder support for regular, yearly reviews of executive compensation.
• Voting context: Broker non‑votes (1,075,030 reported on certain matters) indicate a portion of shares held by brokers did not vote on some items, which affects the tally of votes cast on those items.