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

 

April 27, 2011

Date of Report (Date of earliest event reported)

 

PENNS WOODS BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Pennsylvania

 

000-17077

 

23-2226454

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Ident. No.)

 

 

 

 

 

 

300 Market Street, P.O. Box 967, Williamsport, Pennsylvania

 

17703-0967

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

(570) 322-1111

Registrant’s telephone number, including area code

 

N/A

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

 

 



 

Item 5.07               Submission of Matters to a Vote of Security Holders.

 

On April 27, 2011, Penns Woods Bancorp, Inc. (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting” for which the Board of Directors solicited proxies.  At the Annual Meeting, the shareholders of the Company voted on the following proposals as set forth  in the Company’s Proxy Statement dated March 23, 2011.

 

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

 

Proposal No. 1.  The Company’s shareholders elected four individuals to the Company’s Board of Directors, as set forth below:

 

Name

 

Votes
For

 

Votes
Withheld

 

Broker
Non-Votes

 

H. Thomas Davis, Jr.

 

1,960,472

 

46,030

 

937,953

 

James M. Furey, II

 

1,959,782

 

46,720

 

937,953

 

Richard A. Grafmyre

 

1,867,391

 

139,111

 

937,953

 

D. Michael Hawbaker

 

1,959,929

 

46,573

 

937,953

 

 

Proposal No. 2.  The Company’s shareholders ratified the appointment of S.R. Snodgrass, A.C., Certified Public Accountants, as the Company’s independent registered public accounting firm for the year ending December 31, 2011, as set forth below:

 

Votes
For

 

Votes
Against

 

Abstentions

 

Broker
Non-Votes

 

2,915,423

 

9,479

 

19,553

 

 

 

Proposal No. 3.  The Company’s shareholders approved (in a non-binding vote) the compensation of the Company’s executive officers, as set forth below:

 

Votes
For

 

Votes
Against

 

Abstentions

 

Broker
Non-Votes

 

1,747,036

 

89,938

 

169,528

 

937,953

 

 

Proposal No. 4.  The Company’s shareholders voted (in a non-binding vote) on the frequency of future shareholder votes on executive compensation.  The number of votes cast for each of one year, two years, and three years, as well as the number of abstentions and broker non-votes, is set forth below:

 

Votes
For 1 Year

 

Votes
For 2 Years

 

Votes
For 3 Years

 

Abstentions

 

Broker
Non-Votes

 

612,687

 

1,037,357

 

224,512

 

131,946

 

937,953

 

 

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 hereunto duly authorized.

 

 

PENNS WOODS BANCORP, INC.

 

 

 

Dated:  April 29, 2011

 

 

 

 

 

 

By:

/s/ Brian L. Knepp

 

 

Brian L. Knepp

 

 

Chief Financial Officer

 

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