UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 19, 2020

 

Juniata Valley Financial Corp.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania

 

0-13232

 

23-2235254

(State or other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

Bridge and Main Streets, Mifflintown, Pennsylvania

 

 

17059

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (717) 436 - 8211

 

 

Not Applicable

(Former name or former address if changed since last report.)

 

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 communications 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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

 

 

Juniata Valley Financial Corp.

Current Report on Form 8-K

 

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

On May 19, 2020,  Juniata Valley Financial Corp. (the “Company”) held its Annual Meeting of Shareholders (“Annual Meeting”) for which the Board of Directors solicited proxies. At the Annual Meeting, shareholders of the Company voted on the following proposals described in the Proxy Statement dated April 7, 2020.

 

The proposals voted on by the shareholders of the Company at the Annual Meeting were as follows:

 

Proposal No. 1. The Company’s shareholders elected two Class C directors to serve until the 2023 Annual Meeting as described below:

 

 

 

 

 

 

 

 

 

 

 

Votes

 

Votes

 

Broker

 

Votes

Name

 

For

 

Withheld

 

Non-votes

 

Uncast

Philip E. Gingerich, Jr.

 

2,695,125

 

22,862

 

-

 

-

Gary E. Kelsey

 

2,679,148

 

38,840

 

-

 

-

 

 

Proposal No. 2. The Company’s shareholders approved the non-binding “say on pay” proposal regarding compensation of the named executive officers, as follows:

 

 

 

 

 

 

 

 

Votes

 

Votes

 

 

 

Broker

For

 

Against

 

Abstentions

 

Non-Votes

2,426,060

 

156,198

 

135,730

 

-

 

There were no other matters considered at the meeting.

 

 

Item 7.01 Regulation FD Disclosure

 

The slides used and presented at the Annual Meeting are attached hereto as Exhibit 99.1.

 

 

Item 9.01Financial Statements and Exhibits

 

Exhibits. The exhibit(s) listed in the Exhibit Index accompanying this Form 8-K is furnished herewith.

 

Exhibit Index

 

 

 

 

Exhibit No.

 

Description

99.1

 

Juniata Valley Financial Corp. Annual Meeting Presentation

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Juniata Valley Financial Corp.

 

 

 

 

Date:  May 19, 2020

 

By:

/s/ JoAnn McMinn

 

 

 

Name:

JoAnn McMinn

 

 

Title:

EVP, Chief Financial Officer

 

 

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