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CNB Financial Corporation has called a fully virtual annual shareholder meeting for April 21, 2026, at 2:00 p.m. EDT. Shareholders of record on February 23, 2026, when 29,636,300 common shares were outstanding, may vote online, by phone, mail, or during the webcast.
Investors are asked to elect six directors across three board classes, approve on an advisory basis executive pay, choose the frequency of future say‑on‑pay votes (the Board recommends one year), and ratify Forvis Mazars, LLP as independent auditor for 2026. Forvis Mazars received total fees of $1,192,095 for 2025, including audit, audit‑related, and tax services.
The proxy also details a director‑majority independent board, committee structures, risk and cybersecurity oversight, and extensive community and human‑capital initiatives. From 2026, non‑employee directors will move to a simplified compensation model with fixed annual cash retainers and equity awards instead of per‑meeting fees.
CNB Financial Corp. director Scott Nicholas Jr. reported an open-market purchase of 375 shares of Common Stock on March 13, 2026 at $27.05 per share. Following this buy, he directly holds 38,269 Common shares. The filing also shows direct ownership of 2,000 Depositary Shares, each representing a 1/40th interest in the company’s 7.125% Series A preferred stock, which were purchased in an underwritten public offering.
CNB Financial Corporation is a Pennsylvania-based financial holding company that operates CNB Bank and multiple branded divisions across Pennsylvania, Ohio, New York, and Virginia. It offers full-service banking, wealth management, and insurance, competing with regional and national financial institutions.
On July 23, 2025, CNB completed an all-stock acquisition of ESSA Bancorp for approximately $202.6 million, issuing about 8,359,430 shares at $24.23 per share. ESSA’s 20 offices now operate as ESSA Bank, a division of CNB Bank, extending the branch network into Northeastern Pennsylvania and the Lehigh Valley.
As of December 31, 2025, CNB Bank operated 75 full-service branches plus mobile and drive-up locations, remained "well capitalized," and later became a Federal Reserve member bank on February 12, 2026. The company had 950 employees and emphasizes succession planning, training through its CNB Academy, and multiple inclusion-focused initiatives such as Impressia Bank and targeted programs for veterans and underserved communities.
CNB highlights extensive community involvement, including 32,421 volunteer hours to 1,374 organizations and about $1.4 million in donations in 2025, as well as impact investments in affordable housing and distressed areas. Key risks include economic conditions, interest rate volatility, credit quality, regulatory and compliance demands (including assuming ESSA’s consent order obligations), technology and cybersecurity threats, and concentration in its regional markets.
CNB Financial Corporation executive Robin Mink reported a mix of equity award and tax-related share disposition. Mink received a grant of 445 shares of common stock at $27.70 per share under the 2019 Stock Incentive Plan, based on a three-year performance period. To cover tax withholding on this performance stock award, 144 shares were surrendered back to the company at $27.70 per share. After these transactions, Mink directly owned 6,737.18 common shares and indirectly held 3,039.297 shares through a 401(k) plan.
CNB Financial Corp. senior vice president and Chief of Employee Resources Heather J. Koptchak acquired 445 shares of common stock at $27.70 per share. These shares were issued under the CNB Financial Corporation 2019 Stock Incentive Plan upon conversion of performance units earned over a three-year performance period.
CNB Financial Corporation executive Michael J. Noah received a grant of 519 shares of common stock, awarded at $27.70 per share under the company’s 2019 Stock Incentive Plan. This award reflects the conversion of performance units into shares based on the issuer’s performance over a three-year period.
After this grant, he directly holds 9,521.210 common shares, plus 4,135.052 common shares held indirectly through a 401(k) plan. He also directly holds 4,000 depositary shares, each representing a 1/40th interest in a share of 7.125% Series A preferred stock that was purchased in an underwritten public offering.
CNB Financial Corp. executive vice president and Chief Wealth Management Officer Steven R. Shilling reported offsetting equity movements in company securities. He received a grant of 1,113 shares of common stock at $27.70 per share under the 2019 Stock Incentive Plan, reflecting conversion of performance units based on a three-year performance period. On the same date, he surrendered 313 shares back to the issuer at $27.70 per share to satisfy tax withholding obligations tied to this performance stock award. After these transactions, he directly owned 12,801 common shares, with additional indirect ownership of 4,357.3 common shares through a 401(k) plan and 400 depositary shares, each representing a 1/40th interest in a share of 7.125% Series A preferred stock.
CNB Financial Corp EVP Angela D. Wilcoxson reported a stock award and related tax share surrender. She received 1,113 shares of common stock at $27.70 per share under the 2019 Stock Incentive Plan, based on performance over a three-year period. She then surrendered 329 shares to the issuer at $27.70 per share to cover tax withholding on this performance stock award. After these transactions, she holds 10,305.3 shares directly and 3,067.89 shares indirectly through a 401(k) plan.
CNB Financial Corporation Executive Vice President and Chief Credit Officer Gregory M. Dixon received a grant of 1,113 shares of common stock at $27.70 per share. The award was issued under the 2019 Stock Incentive Plan, which converts performance units into shares based on the company’s performance over a three-year period.
After this award, Dixon directly holds 19,873.438 shares of common stock and indirectly holds 7,767.989 shares through a 401(k) plan. He also directly holds 1,000 depositary shares, each representing a 1/40th interest in a share of 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock that was purchased in an underwritten public offering.