Mid Penn Bancorp (NASDAQ: MPB) shareholders approve board, pay plan and Deloitte

Rhea-AI Filing Summary

Mid Penn Bancorp, Inc. reported the results of its Annual Meeting of Shareholders. Of 25,339,110 common shares outstanding as of the record date, 20,120,398 shares were represented in person or by proxy, providing a strong voting turnout.

Shareholders elected five Class A directors—Thomas R. Brugger, Albert J. Evans, Joel L. Frank, Brian A. Hudson, Sr., and John E. Noone—to three-year terms, each receiving more votes for than withheld. They also approved, on a non-binding basis, the executive compensation program, with 17,185,517 votes for, 509,600 against, and 157,854 abstentions.

In addition, shareholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 19,964,116 votes for, 102,301 against, and 53,981 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 25,339,110 shares Shares represented: 20,120,398 shares Say-on-pay votes for: 17,185,517 votes +4 more

7 metrics

Shares outstanding 25,339,110 shares Common stock outstanding as of record date for annual meeting

Shares represented 20,120,398 shares Shares present in person or by proxy at annual meeting

Say-on-pay votes for 17,185,517 votes Non-binding advisory approval of executive compensation

Say-on-pay votes against 509,600 votes Non-binding advisory vote on executive compensation

Auditor ratification votes for 19,964,116 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026

Director election example 17,553,858 votes for Votes for director nominee Thomas R. Brugger

Broker non-votes on proposals 1 & 2 2,267,428 shares Broker non-votes on director elections and say-on-pay

Key Terms

broker non-votes, non-binding proposal, executive compensation, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Name | 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.

non-binding proposal financial

"shareholders ratified a non-binding proposal to approve the executive compensation"

A non-binding proposal is an offer or plan presented by one party that outlines terms they would like to pursue but does not create a legally enforceable obligation. Think of it like a detailed handshake or a draft invitation to negotiate: it signals intent and frames possible outcomes, but either side can walk away or change terms without legal penalty. Investors watch these because they can move a stock’s price by suggesting a possible deal, yet they carry higher uncertainty than formal agreements.

executive compensation financial

"approve the executive compensation, as described in the Compensation Discussion and Analysis"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche 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.

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders (the “Annual Meeting”)"

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.

Understanding 8-K Material Events →

FALSE000087963500008796352026-05-122026-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 12, 2026

MID PENN BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania

1-13677

25-1666413

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

2407 Park Drive Harrisburg, Pennsylvania

1.866.642.7736

17110

(Address of Principal Executive Offices)

(Registrant’s telephone number, including area code)

(Zip Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) )
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

ITEM 5.07    Submission of Matters to a Vote of Security Holders

On May 12, 2026, Mid Penn Bancorp, Inc. (the “Corporation”) held its Annual Meeting of Shareholders (the “Annual Meeting”), for which the Board of Directors solicited proxies. Of the 25,339,110 shares of Corporation common stock outstanding as of the record date for the Annual Meeting, 20,120,398 shares were present at the meeting in person or by proxy.

At the Annual Meeting, the shareholders of the Corporation voted on the proposals described in the Proxy Statement dated March 27, 2026. The following is a summary of the proposals voted upon at the Annual Meeting and the votes cast on each proposal.

Proposal 1: The Corporation’s shareholders elected five individuals to serve as Class A members of the Board of Directors to serve for a three-year term and until their successors are elected and qualified, as set forth below:

Name						Votes For						Votes Withheld						Broker Non-Votes
Thomas R. Brugger						17,553,858						299,112						2,267,428
Albert J. Evans						17,524,010						328,961						2,267,428
Joel L. Frank						16,056,834						1,796,136						2,267,428
Brian A. Hudson, Sr.						16,604,953						1,248,017						2,267,428
John E. Noone						16,808,381						1,044,589						2,267,428

Proposal 2: The Corporation’s shareholders ratified a non-binding proposal to approve the executive compensation, as described in the Compensation Discussion and Analysis and accompanying tabular and narrative disclosure contained in the Corporation’s Proxy Statement, as set forth below:

Votes For						Votes Against						Abstentions						Broker Non-Votes
17,185,517						509,600						157,854						2,267,428

Proposal 3: The Corporation’s shareholders ratified the appointment of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026, as set forth below:

Votes For						Votes Against						Abstentions						Broker Non-Votes
19,964,116						102,301						53,981						—

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.

						MID PENN BANCORP, INC.
Date: May 12, 2026			By:			/s/ Rory G. Ritrievi
						Rory G. Ritrievi
						President and Chief Executive Officer

FAQ

What did Mid Penn Bancorp (MPB) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing five Class A directors, approving a non-binding advisory resolution on executive compensation, and ratifying Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026.

How many Mid Penn Bancorp (MPB) shares were represented at the 2026 annual meeting?

A total of 20,120,398 shares were present in person or by proxy out of 25,339,110 common shares outstanding as of the record date, indicating substantial shareholder participation in the annual meeting’s voting process.

Were all director nominees elected at Mid Penn Bancorp’s 2026 annual meeting?

Yes. All five Class A nominees—Thomas R. Brugger, Albert J. Evans, Joel L. Frank, Brian A. Hudson, Sr., and John E. Noone—were elected to three-year terms, each receiving more votes for than votes withheld from election.

How did Mid Penn Bancorp (MPB) shareholders vote on executive compensation in 2026?

Shareholders approved the non-binding advisory resolution on executive compensation, with 17,185,517 votes for, 509,600 votes against, and 157,854 abstentions, plus 2,267,428 broker non-votes recorded on this proposal.

Which audit firm did Mid Penn Bancorp (MPB) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 19,964,116 votes for, 102,301 votes against, and 53,981 abstentions recorded.

What were the broker non-votes at Mid Penn Bancorp’s 2026 annual meeting?

Broker non-votes totaled 2,267,428 shares on the director elections and the advisory vote on executive compensation. There were no broker non-votes reported on the auditor ratification proposal.

Filing Exhibits & Attachments

3 documents

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