Norwood Financial (NWFL) investors back all Annual Meeting items

Rhea-AI Filing Summary

Norwood Financial Corp held its Annual Meeting of Stockholders on April 28, 2026. Stockholders elected three directors to the board: Kevin M. Lamont, Dr. Kenneth A. Phillips and Jeffrey S. Gifford. All three received more than 5.7 million votes each, with broker non-votes of 1,986,804 reported for each director.

Stockholders also approved two additional proposals, each receiving more votes cast “For” than “Against.” One proposal received 7,956,697 votes for, 51,063 against and 301,876 abstentions, while another received 5,282,802 for, 802,735 against and 237,295 abstentions, with 1,986,804 broker non-votes.

8-K Event Classification

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.

Key Figures

Votes for Kevin M. Lamont: 5,723,340 votes Votes for Dr. Kenneth A. Phillips: 5,740,131 votes Votes for Jeffrey S. Gifford: 6,201,415 votes +3 more

6 metrics

Votes for Kevin M. Lamont 5,723,340 votes Director election at Annual Meeting of Stockholders on April 28, 2026

Votes for Dr. Kenneth A. Phillips 5,740,131 votes Director election at Annual Meeting of Stockholders on April 28, 2026

Votes for Jeffrey S. Gifford 6,201,415 votes Director election at Annual Meeting of Stockholders on April 28, 2026

Broker non-votes on director elections 1,986,804 votes Same broker non-vote figure for each of the three director nominees

Proposal 2 votes for 7,956,697 votes Second proposal voted on at April 28, 2026 Annual Meeting

Proposal 3 votes for 5,282,802 votes Third proposal voted on at April 28, 2026 Annual Meeting

Key Terms

Annual Meeting of Stockholders, definitive proxy statement, broker non-votes, emerging growth company

4 terms

Annual Meeting of Stockholders regulatory

"The Annual Meeting of Stockholders of Norwood Financial Corp (the “Company”) was held on April 28, 2026."

definitive proxy statement regulatory

"the proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2026."

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

broker non-votes financial

"For | | Withhold | | Broker Non-Votes Kevin M. Lamont | | 5,723,340 | | 599,492 | | 1,986,804"

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.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

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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 28, 2026

NORWOOD FINANCIAL CORP

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania		0-28364		23-2828306
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

717 Main Street, Honesdale, Pennsylvania		18431
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (570) 253-1455

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 (see General Instruction A.2. below):

☐ 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 class		Trading symbol		Name of exchange on which registered Common
Common Stock, $0.10 par value		NWFL		The Nasdaq Stock Market

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

The Annual Meeting of Stockholders of Norwood Financial Corp (the “Company”) was held on April 28, 2026. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2026. Proposals 1, 2 and 3 were approved by the Company’s stockholders.

The final results of the stockholder vote were as follows:

1. The following individuals were elected to serve as a director of the Company each for a three-year term or until his successor is duly elected and qualified, by the following vote:

		For		Withhold		Broker Non-Votes
Kevin M. Lamont		5,723,340		599,492		1,986,804
Dr. Kenneth A. Phillips		5,740,131		582,701		1,986,804
Jeffrey S. Gifford		6,201,415		121,417		1,986,804

2. The ratification of the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

For		Against		Abstain		Broker Non-Votes
7,956,697		51,063		301,876		—

3. The approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers.

For		Against		Abstain		Broker Non-Votes
5,282,802		802,735		237,295		1,986,804

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.

						NORWOOD FINANCIAL CORP
DATE: May 4, 2026				By:		/s/John M. McCaffery
						John M. McCaffery
						Executive Vice President and
						Chief Executive Officer

FAQ

What did Norwood Financial Corp (NWFL) stockholders decide at the April 28, 2026 meeting?

Stockholders approved three proposals at the April 28, 2026 Annual Meeting. They elected Kevin M. Lamont, Dr. Kenneth A. Phillips and Jeffrey S. Gifford as directors and passed two additional proposals, each receiving more votes cast “For” than “Against.”

Which directors were elected to Norwood Financial Corp’s (NWFL) board in 2026?

Stockholders elected Kevin M. Lamont, Dr. Kenneth A. Phillips and Jeffrey S. Gifford as directors. Each nominee received more than 5.7 million “For” votes, with broker non-votes of 1,986,804 recorded for each director position on the ballot.

How many votes did the second proposal at Norwood Financial (NWFL) receive?

The second proposal received 7,956,697 votes for, 51,063 against and 301,876 abstentions. No broker non-votes were reported for this proposal, indicating that only entitled and voting stockholders determined the outcome of this specific item.

What were the voting results for the third proposal at Norwood Financial (NWFL)?

The third proposal received 5,282,802 votes for, 802,735 against and 237,295 abstentions. There were also 1,986,804 broker non-votes, meaning some shares were present but not voted on this particular proposal at the meeting.

Where can Norwood Financial Corp (NWFL) investors find more detail on the 2026 meeting proposals?

The specific proposals voted on at the April 28, 2026 Annual Meeting are described in the company’s definitive proxy statement filed on March 25, 2026. That document explains each proposal’s purpose, background and the board’s recommendations to stockholders.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB