Form 8-K - Current report

0000750558NONE00007505582024-05-212024-05-21

 

UNITED STATESPRIVATE

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):

May 21, 2024

 

QNB Corp.

(Exact name of registrant as specified in its charter)

 

Pennsylvania	0-17706	23-2318082
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

15 North Third Street, P.O. Box 9005, Quakertown, PA 18951-9005

(Address of principal executive offices, including zip code)

 

[phone]

(Registrant's telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		QNBC		N/A

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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Item 5.07	Submission of Matters to a Vote of Security Holders

 

On May 21, 2024, the Company held its 2024 Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Company voted on the following proposals stated in the Proxy Statement dated April 9, 2024.

 

As of the record date for the Annual Meeting, holders of a total of 3,654,784 shares of the Company’s Common Stock were entitled to vote on the matters considered at the Annual Meeting. The proposals voted on and a record of the vote on each matter presented to the shareholders of the Company at the Annual Meeting were as follows:

 

 

Proposal No. 1: Election of Class III Directors to serve a term of three years and until their successors are elected:

 

Name		Votes For		Votes Withheld		Broker Non-Votes
Gerald G. Gorski		1,854,321		53,274		494,528
Jennifer L. Mann		1,865,182		42,413		494,528
Scott R. Stevenson		1,856,482		51,113		494,528

 

Proposal No. 2: To ratify the appointment of Baker Tilly US, LLP as QNB’s independent registered public accounting firm for 2024:

 

Votes For		Votes Against		Abstain
2,339,014		37,277		25,832

 

Item 7.01	Regulation FD Disclosure

 

On May 21, 2024, QNB Corp. (the “Company”) held its 2024 Annual Meeting of Shareholders for which the Board of Directors solicited proxies and held its regularly scheduled Board Meeting. At the close of the Annual Meeting, the retirements of Mr. Dennis Helf, Chairman, and Mr. Thomas J. Bisko, Director, became effective, as well as the appointment of Director Randy S. Bimes as Chairman. Following is the post 2024 Annual Meeting of Shareholders Committee Charting:

 

Board Member		Board		Audit		Compensation		Executive		Nominating
Autumn R. Bayles		X		X		C
Laurie Bergman		X		X
Randy S. Bimes		C						C		X
Kenneth F. Brown, Jr.		X				X		X		C
David W. Freeman		X						X
Gerald E. Gorski		X
Jennifer L. Mann		X		X		X
Ranajoy Ray-Chauduri		X		X
W. Randall Stauffer		X				X		X
Scott R. Stevenson		X		C						X

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		QNB Corp.
	By:	/s/ Jeffrey Lehocky
		Jeffrey Lehocky
		Chief Financial Officer
	Dated: May 21, 2024

 

 

 

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Document and Entity Information	May 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 21, 2024
Entity Registrant Name	QNB Corp.
Entity Central Index Key	0000750558
Entity Emerging Growth Company	false
Entity File Number	0-17706
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Tax Identification Number	23-2318082
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	15 North Third Street
Entity Address, Address Line Two	P.O. Box 9005
Entity Address, City or Town	Quakertown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18951-9005
City Area Code	215
Local Phone Number	538-5600
Title of 12(b) Security	Common Stock
Trading Symbol	QNBC
Security Exchange Name	NONE

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