CNB Financial (NASDAQ: CCNE) shareholders approve directors, pay plan and auditor

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What did CNB Financial (CCNE) shareholders decide at the 2026 annual meeting?

How did CNB Financial (CCNE) shareholders vote on director elections in 2026?

Did CNB Financial (CCNE) shareholders approve executive compensation in 2026?

How often will CNB Financial (CCNE) hold advisory votes on executive pay?

Who is CNB Financial’s (CCNE) independent auditor for 2026?

What were the broker non-votes at CNB Financial’s 2026 meeting?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

CNB Financial Corporation reported the results of its 2026 Annual Meeting of Shareholders. Six directors were elected across Classes 1, 2 and 3, each receiving over 20.1 million votes in favor and comfortably exceeding votes cast against.

Shareholders approved, on a non-binding basis, the compensation of the named executive officers, with 20,982,678 votes for and 353,900 against. They also recommended holding this advisory vote on executive pay annually, with 19,350,308 votes favoring a one-year frequency. In addition, shareholders ratified the appointment of Forvis Mazars, LLP as independent registered public accounting firm for the year ending December 31, 2026, with 23,919,025 votes in favor and limited opposition.

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

1 item

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.

Say-on-pay votes for: 20,982,678 votes Say-on-pay votes against: 353,900 votes One-year frequency support: 19,350,308 votes +5 more

8 metrics

Say-on-pay votes for 20,982,678 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 353,900 votes Advisory approval of named executive officer compensation

One-year frequency support 19,350,308 votes Frequency of advisory vote on executive compensation

Auditor ratification votes for 23,919,025 votes Ratification of Forvis Mazars, LLP for year ending December 31, 2026

Auditor ratification votes against 44,031 votes Ratification of Forvis Mazars, LLP

Class 1 director Powell votes for 20,178,488 votes Election of Class 1 director Jeffrey S. Powell

Class 2 director Henning votes for 20,778,942 votes Election of Class 2 director Daniel J. Henning

Class 3 director Selig votes for 20,710,884 votes Election of Class 3 director Robert C. Selig, Jr.

Annual Meeting of Shareholders, non-binding, advisory basis, named executive officers, independent registered public accounting firm, +2 more

6 terms

Annual Meeting of Shareholders financial

"On April 21, 2026, CNB Financial Corporation held its 2026 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

non-binding, advisory basis regulatory

"to vote, on a non-binding, advisory basis, on the compensation paid to the Corporation’s named executive officers"

named executive officers financial

"the compensation paid to the Corporation’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm regulatory

"to ratify the appointment of Forvis Mazars, LLP as the Corporation’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.

broker non-votes financial

"Broker Non-Votes 2,615,527"

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.

ratified the appointment regulatory

"the Corporation’s shareholders ratified the appointment of Forvis Mazars, LLP"

Understanding 8-K Material Events →

04/22/2026 - 04:30 PM

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): April 21, 2026

CNB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Pennsylvania	001-39472	25-1450605
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (814) 765-9621

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:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	CCNE	The NASDAQ Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 7.125% Series A Non-Cumulative, perpetual preferred stock)	CCNEP	The NASDAQ Stock Market LLC

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. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders

On April 21, 2026, CNB Financial Corporation (the “Corporation”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Corporation’s shareholders considered the following proposals: (i) to elect four Class 1 directors, one Class 2 director and one Class 3 director; (ii) to vote, on a non-binding, advisory basis, on the compensation paid to the Corporation’s named executive officers; (iii) to vote, on a non-binding, advisory basis, on the frequency of the advisory vote to approve the compensation of the Corporation’s named executive officers; and (iv) to ratify the appointment of Forvis Mazars, LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026. The proposals are described in detail in the Corporation’s definitive proxy statement for the Annual Meeting, which was filed with the SEC on March 16, 2026. The final results for the votes regarding each proposal are set forth below.

Election of Directors

Class 1 Directors: At the Annual Meeting, the following persons were duly elected as Class 1 directors to serve until the Corporation’s 2029 Annual Meeting of Shareholders or until their respective successors are elected:


	Jeffrey S. Powell		Gary S. Olson		Francis X. Straub, III		Peter C. Varischetti
For		20,178,488		20,694,522		21,104,990		20,940,208
Against		1,233,623		718,806		303,689		465,926
Abstentions		259,856		258,640		263,291		265,836
Broker Non-Votes		2,615,527		2,615,526		2,615,524		2,615,524

Class 2 Director: At the Annual Meeting, the following person was duly elected as a Class 2 director to serve until the Corporation’s 2028 Annual Meeting of Shareholders or until his successor is elected:


	Daniel J. Henning
For		20,778,942
Against		628,977
Abstentions		264,051
Broker Non-Votes		2,615,524

Class 3 Director: At the Annual Meeting, the following person was duly elected as a Class 3 director, to serve until the Corporation’s 2027 Annual Meeting of Shareholders or until his successor is elected:


	Robert C. Selig, Jr.
For		20,710,884
Against		684,257
Abstentions		276,830
Broker Non-Votes		2,615,523

Advisory Vote to Approve Named Executive Officer Compensation

At the Annual Meeting, the Corporation’s shareholders approved, on a non-binding, advisory basis, the compensation paid to the Corporation’s named executive officers. The table below sets forth the voting results for this proposal:


Votes For	Votes Against	Abstentions	Broker Non-Votes
20,982,678	353,900	335,392	2,615,524

Advisory Vote to Select the Frequency of the Shareholder Vote to Approve Named Executive Officer Compensation

At the Annual Meeting, the Corporation’s shareholders voted, on a non-binding, advisory basis, for the shareholder advisory vote on the compensation paid to the Corporation’s named executive officers to be held on an annual basis. The table below sets forth the voting results for this proposal:


One Year	Two Years	Three Years	Abstentions	Broker Non-Votes
19,350,308	221,992	1,710,293	389,374	2,615,527

Ratification of Forvis Mazars, LLP as the Corporation’s Independent Registered Public Accounting Firm

At the Annual Meeting, the Corporation’s shareholders ratified the appointment of Forvis Mazars, LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026. The table below sets forth the voting results for this proposal:


Votes For	Votes Against	Abstentions
23,919,025	44,031	324,438

The results reported above are final voting results.

Consistent with the Board of Directors’ recommendation, and in light of the shareholder vote on the frequency of the shareholder vote on executive compensation, the Corporation has determined to include in its proxy materials the shareholder advisory vote on the compensation of its named executive officers yearly.

SIGNATURE

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.

Source: View Original Filing on SEC EDGAR

Shareholders elected six directors across Classes 1, 2 and 3, approved executive compensation on an advisory basis, chose an annual say-on-pay vote, and ratified Forvis Mazars, LLP as independent auditor for the year ending December 31, 2026.

Shareholders elected four Class 1 directors, one Class 2 director, and one Class 3 director. Each received more than 20.1 million votes for, with substantially fewer votes against and several hundred thousand abstentions, plus more than 2.6 million broker non-votes reported.

Yes. On a non-binding advisory basis, 20,982,678 votes supported compensation for named executive officers, 353,900 opposed, and 335,392 abstained. Broker non-votes totaled 2,615,524, indicating broad support for the company’s existing executive pay program among voting shareholders.

Shareholders indicated a preference for an annual advisory vote. One-year frequency received 19,350,308 votes, compared with 221,992 for two years and 1,710,293 for three years, leading the company to include a yearly say-on-pay vote in future proxy materials.

Shareholders ratified Forvis Mazars, LLP as independent registered public accounting firm for the year ending December 31, 2026. The ratification received 23,919,025 votes for, 44,031 against, and 324,438 abstentions, reflecting strong shareholder support for the auditor selection.

Broker non-votes were 2,615,527 or 2,615,524 on director and say-on-pay items, reflecting shares present but not voting on non-routine proposals. For the auditor ratification, which is considered routine, broker non-votes were not listed, and support exceeded 23.9 million votes.

CNB FINANCIAL CORPORATION

Date: April 22, 2026

/s/ Tito L. Lima

Tito L. Lima

4 documents