Annual votes at CB Financial (NASDAQ: CBFV) back board, auditor and annual say-on-pay

Rhea-AI Filing Summary

CB Financial Services, Inc. reported the results of its annual stockholder meeting held on May 20, 2026. Stockholders elected directors Mark E. Fox, John J. LaCarte and David F. Pollock, with each nominee receiving over 2.3 million votes in favor and broker non-votes of 1,075,030.

Stockholders ratified the appointment of Forvis Mazars, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 4,082,439 votes for and minimal opposition. The advisory vote approved executive compensation, and stockholders expressed a preference for an annual advisory say-on-pay vote.

Based on this preference, the Company will include a non-binding advisory vote on executive compensation in its proxy materials every year until the next required frequency vote at the 2032 annual meeting.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Mark E. Fox: 2,264,932 votes Votes for John J. LaCarte: 2,517,740 votes Votes for David F. Pollock: 2,301,353 votes +4 more

7 metrics

Votes for Mark E. Fox 2,264,932 votes Director election at 2026 annual meeting

Votes for John J. LaCarte 2,517,740 votes Director election at 2026 annual meeting

Votes for David F. Pollock 2,301,353 votes Director election at 2026 annual meeting

Auditor ratification votes for 4,082,439 votes Ratification of Forvis Mazars, LLP for 2026

Say-on-pay votes for 2,778,407 votes Advisory vote on executive compensation

Annual frequency votes 2,862,354 votes Preference for yearly say-on-pay vote

Broker non-votes on key items 1,075,030 votes Director elections and say-on-pay items

Key Terms

broker non-votes, independent registered public accounting firm, advisory, non-binding vote, frequency of the stockholder advisory vote, +1 more

5 terms

broker non-votes financial

"Name | For | Withheld | Broker Non-Votes Mark E. Fox | 2,264,932 | 745,970 | 1,075,030"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"The appointment of Forvis Mazars, LLP to serve as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory, non-binding vote financial

"The compensation of the Company’s named executive officers ... was approved by the following advisory, non-binding vote"

frequency of the stockholder advisory vote financial

"The frequency of the stockholder advisory vote to approve the compensation of the Company's named executive officers"

Inline XBRL technical

"104.1. | Cover Page Interactive Data File (formatted as Inline XBRL)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

0001605301FALSE00016053012026-05-202026-05-20

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 20, 2026

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 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))

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 or Rule 12b-2 of the Securities Exchange Act of 1934.   ☐

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

CB Financial Services, Inc. (the “Company”) held its annual meeting of stockholders on May 20, 2026. The final vote result as to each matter submitted to a vote of stockholders is as follows:

1.    The following nominees were elected as directors of the Company, each for a three-year term and until his or her successor is elected and qualified, by the following vote:

Name			For			Withheld			Broker Non-Votes
Mark E. Fox			2,264,932			745,970			1,075,030
John J. LaCarte			2,517,740			493,162			1,075,030
David F. Pollock			2,301,353			709,549			1,075,030

2.    The appointment of Forvis Mazars, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the following vote:

For			Against			Abstain			Broker Non-Votes
4,082,439			2,141			1,352			—

3.    The compensation of the Company’s named executive officers, as disclosed in the proxy statement, was approved by the following advisory, non-binding vote:

For			Against			Abstain			Broker Non-Votes
2,778,407			217,245			15,250			1,075,030

4.    The frequency of the stockholder advisory vote to approve the compensation of the Company's named executive officers was determined by the following non-binding advisory vote:

Every Year			Every Two Years			Every Three Years			Abstain			Broker Non-Votes
2,862,354			16,435			81,487			50,626			1,075,030

Based on the above vote, the Company has determined to include a stockholder advisory, non-binding vote on executive compensation in its annual meeting proxy solicitation materials on an annual basis until the next required vote on the frequency of the stockholder advisory, non-binding vote on executive compensation to occur at the Company's 2032 Annual Meeting of Stockholders.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.			Description
104.1.			Cover Page Interactive Data File (formatted as Inline XBRL)

2

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: May 20, 2026			By:			/s/ John H. Montgomery
						John H. Montgomery
						President and Chief Executive Officer

3

FAQ

What did CBFV stockholders decide at the May 20, 2026 annual meeting?

Stockholders elected three directors, ratified Forvis Mazars, LLP as auditor, approved executive compensation in an advisory vote, and chose to hold advisory say-on-pay votes every year, setting the frequency until the next required vote in 2032.

Which directors were elected to CB Financial Services, Inc. (CBFV) board in 2026?

Stockholders elected Mark E. Fox, John J. LaCarte and David F. Pollock to three-year terms. Each nominee received more than 2.26 million votes for and 1,075,030 broker non-votes, confirming continued support for the current board composition and governance approach.

Which audit firm was ratified for CBFV’s 2026 fiscal year?

Stockholders ratified Forvis Mazars, LLP as CB Financial Services’ independent registered public accounting firm for the year ending December 31, 2026, with 4,082,439 votes for, 2,141 against and 1,352 abstentions, indicating strong support for the existing external audit relationship.

How did CBFV stockholders vote on executive compensation (say-on-pay)?

In the non-binding advisory vote on executive compensation, 2,778,407 votes were cast for approval, 217,245 against and 15,250 abstained, with 1,075,030 broker non-votes. This result indicates stockholder backing for the compensation disclosed in the proxy statement.

How often will CBFV hold advisory say-on-pay votes going forward?

Stockholders favored holding the advisory executive compensation vote every year, with 2,862,354 votes for an annual frequency. The Company will include this vote annually until the next required frequency vote at the 2032 Annual Meeting of Stockholders.

What were the CBFV stockholder votes on say-on-pay frequency options?

Stockholders voted 2,862,354 for every year, 16,435 for every two years, 81,487 for every three years, 50,626 abstaining and 1,075,030 broker non-votes. The strong preference for annual votes led the Company to adopt an annual say-on-pay schedule.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB