Shareholders of Fidelity D & D (NASDAQ: FDBC) approve directors and 2026 auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Fidelity D & D Bancorp, Inc. reported the results of its May 5, 2026 annual meeting of shareholders. Holders of 4,689,629 common shares, representing 80% of shares outstanding, were present electronically, in person or by proxy.
Shareholders elected three Class B directors — William J. Joyce, Sr., Rocco A. DelVecchio, and Alan Silverman — to terms expiring at the 2029 annual meeting. They also ratified the selection of Wolf & Company, P.C. as independent registered public accounting firm for the year ending December 31, 2026. Executive management delivered an investor presentation at the meeting, furnished as Exhibit 99.1.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.07, 7.01, 9.01
3 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 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares represented: 4,689,629 shares (80% of outstanding)
Votes for Joyce: 2,911,982 votes for
Votes for DelVecchio: 3,351,894 votes for
+3 more
6 metrics
Shares represented
4,689,629 shares (80% of outstanding)
Common shares represented at 2026 annual meeting
Votes for Joyce
2,911,982 votes for
Election of director William J. Joyce, Sr.
Votes for DelVecchio
3,351,894 votes for
Election of director Rocco A. DelVecchio
Votes for Silverman
3,325,500 votes for
Election of director Alan Silverman
Auditor ratification - for
4,662,225 votes for
Ratification of Wolf & Company, P.C. for 2026
Auditor ratification - against
11,893 votes against
Ratification of Wolf & Company, P.C. for 2026
Key Terms
broker non-votes, independent registered public accounting firm, Regulation FD Disclosure, Inline XBRL, +1 more
5 terms
broker non-votes financial
"Votes for | | Votes withheld | | Broker non-votes"
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
"as the Company’s independent registered public accounting firm for the year ending December 31, 2026"
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.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure On May 5, 2026, executive management"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 5, 2026
(Exact name of registrant as specified in its charter)
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(570 ) 342-8281
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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The
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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. ☐
FIDELITY D & D BANCORP, INC.
CURRENT REPORT ON FORM 8-K
Item 5.07 Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on May 5, 2026, the judge of election made the report concerning the results of balloting. Holders of 4,689,629 shares of common stock, representing 80% of the total number of shares outstanding, were represented electronically, in person or by proxy at the 2026 annual meeting of shareholders. The following proposals were submitted by the Board of Directors to a vote of security holders:
(1) Election of three Class B Directors to serve for a three-year term and until their successors are properly elected and qualified:
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Votes for
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Votes withheld
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Broker non-votes
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William J. Joyce, Sr.
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2,911,982
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480,470
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1,297,177
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Rocco A. DelVecchio
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3,351,894
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40,558
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1,297,177 | ||
| Alan Silverman | 3,325,500 | 66,952 | 1,297,177 |
Based on the votes set forth above, the foregoing persons were duly elected to serve as directors for a term expiring at the annual meeting of shareholders in 2029 and until their respective successors have been duly elected and qualified.
In addition to the above elected Class B Directors, at the conclusion of its annual meeting, the Company’s Board of Directors consisted of: John T. Cognetti, Michael J. McDonald, and HelenBeth G. Vilcek, as Class A Directors whose terms expire in 2027, and Brian J. Cali, James Clemente, Daniel J. Santaniello, and Paul C. Woelkers, as Class C Directors whose terms expire in 2028.
(2) To ratify the selection of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received the following votes:
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Votes for
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Votes against
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Votes abstain
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Broker non-votes
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4,662,225
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11,893
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15,511
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Based on the votes set forth above, the appointment of Wolf & Company, P.C. as the independent registered public accounting firm to serve for the year ending December 31, 2026 was duly ratified by the shareholders.
Item 7.01 Regulation FD Disclosure
On May 5, 2026, executive management of Fidelity D & D Bancorp, Inc. delivered a presentation at the Company’s Annual Meeting of Shareholders. A copy of the presentation is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Description
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99.1
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Presentation at the Company’s Annual Shareholder meeting on May 5, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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The information in this Item 9.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
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.
| FIDELITY D & D BANCORP, INC. | |
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Date: May 6, 2026
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By: /s/ Salvatore R. DeFrancesco, Jr.
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Salvatore R. DeFrancesco, Jr.
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Treasurer and Chief Financial Officer
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Exhibit 99.1
FAQ
Which directors were elected to the Fidelity D & D Bancorp (FDBC) board in 2026?
Shareholders elected William J. Joyce, Sr., Rocco A. DelVecchio, and Alan Silverman as Class B directors. Each will serve a three-year term, with their terms expiring at the annual meeting of shareholders in 2029, subject to election of their successors.
Was Wolf & Company, P.C. approved as Fidelity D & D Bancorp (FDBC)’s auditor for 2026?
Yes. Shareholders ratified Wolf & Company, P.C. as the independent registered public accounting firm for the year ending December 31, 2026. The proposal received 4,662,225 votes for, 11,893 against, and 15,511 abstentions, with no broker non-votes reported.
What is Exhibit 99.1 in Fidelity D & D Bancorp (FDBC)’s May 2026 filing?
Exhibit 99.1 is the presentation delivered by executive management at the company’s May 5, 2026 Annual Meeting of Shareholders. It was furnished under Regulation FD and is not deemed filed or incorporated by reference into Securities Act or Exchange Act filings.
What regulatory disclosure did Fidelity D & D Bancorp (FDBC) make under Regulation FD?
The company disclosed that executive management gave a shareholder presentation at the May 5, 2026 annual meeting, attached as Exhibit 99.1. This information is furnished under Regulation FD and is expressly not treated as filed for Exchange Act liability purposes.