[8-K] CB Financial Services, Inc. (PA) Reports Material Event

Rhea-AI Filing Summary

On 22 July 2025 Spok Holdings (NASDAQ:SPOK) filed an Item 5.07 Form 8-K reporting the voting results of its 2025 Annual Meeting. Of 20.58 million shares entitled to vote, 16.16 million (≈78.5%) were represented by proxy.

• Director elections: All six nominees—Bobbie Byrne, Christine Cournoyer, Randy Hyun, Vincent Kelly, Brett Shockley and Todd Stein—were re-elected with 96.6-98.0% of votes cast.
• Auditor ratification: Grant Thornton LLP was confirmed as independent registered public accounting firm for FY-2025 with 97.7% support (15,718,526 for vs. 380,180 against).
• Say-on-Pay: The advisory resolution on named executive officer compensation passed with 95.3% support (12,111,357 for vs. 476,088 against).

No other business was conducted, and there were no broker non-votes on the auditor item. These routine governance outcomes do not alter the company’s operational or financial outlook.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM items passed; strong support signals shareholder confidence but no material impact.

All directors secured re-election with near-unanimous backing, indicating continued confidence in current oversight. The 97.7% approval for Grant Thornton reduces audit-related uncertainty, while the 95.3% Say-on-Pay result suggests investors are generally satisfied with incentive alignment. Turnout of ~79% is typical for small-cap issuers. Because no board composition, capital structure, or strategic resolutions changed, the filing is governance-neutral and unlikely to affect valuation or liquidity. Overall impact: neutral.

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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): July 22, 2025

CB FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 001-36706

Pennsylvania						51-0534721
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

100 N. Market Street, Carmichaels, PA						15320
(Address of principal executive offices)						(Zip Code)

(724) 966-5041

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, 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))

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

Common stock, par value $0.4167 per share

CBFV

The Nasdaq Stock Market, LLC

(Title of each class)

(Trading symbol)

(Name of each exchange on which registered)

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).   ☐

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 standard provided pursuant to Section 13(a) of the

Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On July 22, 2025, CB Financial Services, Inc. (the "Company") issued a press release announcing its financial results for the three and six months ended June 30, 2025, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

John H. Montgomery, President and Chief Executive Officer of the Company and Community Bank (the “Bank”), and Amanda Engles, Senior Vice President and Interim Chief Financial Officer of the Company and the Bank, will meet with investors at the Keefe, Bruyette & Woods 26th Annual Community Bank Investor Conference being held in New York, New York on July 28-30, 2025. A copy of the investor presentation to be used at the meeting is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 8.01. Other Events.

On July 22, 2025, the Company announced that its Board of Directors declared a cash dividend on the Company's outstanding shares of common stock. The dividend of $0.26 per share will be paid on or about August 29, 2025 to stockholders of record as of the close of business on August 15, 2025.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

99.1. Press Release Dated July 22, 2025

99.2 Investor Presentation - July 2025

104. Cover Page Interactive Data File (embedded in Inline XBRL)

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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 hereunto duly authorized.

			CB FINANCIAL SERVICES, INC.
Date: July 22, 2025			By:			/s/ John H. Montgomery
						John H. Montgomery
						President and Chief Executive Officer

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FAQ

How many Spok Holdings shares were represented at the 2025 Annual Meeting?

A total of 16,155,235 shares, or roughly 78.5% of shares outstanding, were represented by proxy.

Did Spok Holdings shareholders approve the 2025 Say-on-Pay proposal?

Yes. 95.3% of votes cast supported the advisory executive compensation resolution.

Was Grant Thornton LLP ratified as Spok Holdings' auditor for 2025?

Yes. Shareholders ratified Grant Thornton with 15,718,526 votes for and 380,180 against.

Which directors were re-elected to Spok Holdings' board in 2025?

Bobbie Byrne, Christine Cournoyer, Randy Hyun, Vincent Kelly, Brett Shockley, and Todd Stein each won re-election.

Does the 8-K disclose any new strategic actions or financial results for SPOK?

No. The filing only reports routine annual meeting voting outcomes; it contains no operational or financial updates.