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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
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 13, 2025
MID PENN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Pennsylvania | | 1-13677 | | 25-1666413 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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2407 Park Drive Harrisburg, Pennsylvania | | 1.866.642.7736 | | 17110 |
| (Address of Principal Executive Offices) | | (Registrant’s telephone number, including area code) | | (Zip Code) |
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| | Not Applicable | | |
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| (Former Name or Former Address, if Changed Since Last Report) |
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $1.00 par value per share | | MPB | | The NASDAQ Stock Market LLC |
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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) ) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4( c)) |
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 o
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. o
MID PENN BANCORP, INC.
FORM 8-K
EXPLANATORY NOTE: On May 13, 2025, Mid Penn Bancorp, Inc. (the “Corporation”) filed a Current Report on Form 8-K (the “Original Report”) to report on the voting results of its annual meeting of shareholders held on May 13, 2025 (the “Annual Meeting”), including among other matters, the results of the advisory vote of the shareholders on the frequency of future advisory votes on executive compensation. This amendment No. 1 to Current Report on Form 8-K/A (the “Amendment”) is being filed to report the Corporation’s decision as to how frequently it will hold an advisory vote on executive compensation. Except as set forth in the Amendment, the disclosure contained in the Original Report remains unchanged.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
As reported in the Original Report, the shareholders of the Corporation approved by a plurality of the votes cast at the Annual Meeting a proposal to hold an advisory vote on executive compensation at each annual meeting of the Corporation’s shareholders. In light of this result and after further discussion by the Board of Directors, the Board determined at its meeting on July 23, 2025, that, at least until the next required advisory vote on the frequency of future advisory votes on executive compensation, the Corporation will continue to hold an annual advisory vote on executive compensation.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits:
104 Cover Page Interactive Date File (embedded within the XBRL document)
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.
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| | MID PENN BANCORP, INC. |
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Date: July 25, 2025 | By: | /s/ Rory G. Ritrievi |
| | Rory G. Ritrievi |
| | President and Chief Executive Officer |
