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.
CNB Financial Corporation, parent of CNB Bank, furnished an investor presentation in connection with its 2026 Annual Meeting of Shareholders scheduled for April 21, 2026. The presentation, available on the company’s website and as Exhibit 99.1, discusses strategy, deposit mix, loan portfolio composition and asset quality.
The materials include extensive cautionary language on forward-looking statements and describe the use of various non-GAAP financial measures such as adjusted loans, adjusted deposits, adjusted earnings, tangible common equity to tangible assets and net interest margin on a fully tax-equivalent basis, with reconciliations provided in the appendix.
CNB Financial Corporation reported first quarter 2026 net income available to common shareholders of $25.9 million, or $0.88 per diluted share. This was down from $1.10 per share in the prior quarter, but up from $0.50 per share a year earlier, reflecting the impact of the ESSA Bancorp acquisition and lower merger-related costs.
Total revenue was $83.3 million, with net interest income of $73.3 million and a stable fully tax-equivalent net interest margin of 3.84%. Loans were $6.4 billion and deposits $7.1 billion at March 31, 2026, while credit costs remained modest with net charge-offs at 0.06% of average loans and nonperforming assets at 0.58% of total assets.
Capital remained solid, with book value per common share of $28.06 and tangible book value per common share of $23.97. The return on average assets was 1.31% and return on average equity was 12.36%, indicating healthy profitability following the 2025 ESSA integration.
CNB Financial Corporation declared a quarterly cash dividend on its 7.125% Series A Preferred Stock. This equals $0.4453125 per depositary share (each depositary share represents a 1/40th interest in a share of Series A Preferred Stock).
The dividend is payable on June 1, 2026 to holders of record as of May 15, 2026. CNB Financial, a financial holding company with approximately $8.4 billion in consolidated assets, conducts banking operations primarily through CNB Bank and its various regional divisions.
The Vanguard Group filed Amendment No. 2 to Schedule 13G/A reporting that it beneficially owns 0 shares of CNB Financial Corp common stock. The filing notes an internal realignment on January 12, 2026 that caused certain Vanguard subsidiaries to report disaggregated holdings separately.
The filing lists the registrant address and states 0 shares and 0% ownership, with the amendment signed by Ashley Grim on 03/26/2026. The disclosure attributes prior separable holdings to subsidiaries now reporting independently per SEC Release No. 34-39538.
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 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.