QNB Corp (QNBC) shareholders back directors, ESPP and 2026 audit firm

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

QNB Corp. reported the results of its 2026 Annual Meeting of Shareholders. Holders of 4,993,046 shares of common stock were entitled to vote. Shareholders elected four Class II directors—Laurie A. Bergman, Randy S. Bimes, Kenneth F. Brown, Jr., and Randall E. Stauffer—for three-year terms.

Investors also approved the 2026 Employee Stock Purchase Plan, with 2,630,365 votes for, 35,230 against, 24,958 abstentions, and 546,197 broker non-votes. In addition, shareholders ratified the appointment of Baker Tilly US, LLP as QNB’s independent registered public accounting firm for 2026, with 3,210,074 votes for, 9,332 against, and 17,344 abstentions.

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

Shares entitled to vote: 4,993,046 shares ESPP votes for: 2,630,365 votes ESPP votes against: 35,230 votes +5 more

8 metrics

Shares entitled to vote 4,993,046 shares Common stock entitled to vote at 2026 Annual Meeting

ESPP votes for 2,630,365 votes Approval of 2026 Employee Stock Purchase Plan

ESPP votes against 35,230 votes Opposed 2026 Employee Stock Purchase Plan

ESPP broker non-votes 546,197 votes Broker non-votes on 2026 Employee Stock Purchase Plan

Auditor ratification votes for 3,210,074 votes Ratification of Baker Tilly US, LLP for 2026

Auditor ratification votes against 9,332 votes Opposed Baker Tilly US, LLP for 2026

Auditor ratification abstentions 17,344 votes Abstained on Baker Tilly US, LLP ratification

Director votes for (Bergman) 2,654,204 votes Election of Class II director Laurie A. Bergman

Key Terms

Emerging growth company, Employee Stock Purchase Plan, independent registered public accounting firm, Broker Non-Votes, +1 more

5 terms

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.

Employee Stock Purchase Plan financial

"Proposal No. 2: To approve and adopt the 2026 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

independent registered public accounting firm regulatory

"To ratify the appointment of Baker Tilly US, LLP as QNB’s independent registered public accounting firm for 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.

Broker Non-Votes financial

"Votes For | | Votes Withheld | | Broker Non-Votes Laurie A. Bergman | | 2,654,204 | | 36,349 | | 546,197"

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.

Annual Meeting of Shareholders regulatory

"the Company held its 2026 Annual Meeting of Shareholders for which the Board of Directors solicited proxies"

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.

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Understanding 8-K Material Events →

06/10/2026 - 09:44 AM

UNITED STATESPRIVATE

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

June 10, 2026

QNB Corp.

(Exact name of registrant as specified in its charter)


Pennsylvania	0-17706	23-2318082
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

15 North Third Street, P.O. Box 9005, Quakertown, PA 18951-9005

(Address of principal executive offices, including zip code)

(215) 538-5600

(Registrant's telephone number, including area code)

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Act: None.

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock

     QNBC

     N/A

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:


☐		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 communication 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 ☐

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

On June 9, 2026, the Company held its 2026 Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Company voted on the following proposals stated in the Proxy Statement dated April 30, 2026.

As of the record date for the Annual Meeting, holders of a total of 4,993,046 shares of the Company’s Common Stock were entitled to vote on the matters considered at the Annual Meeting. The proposals voted on and a record of the vote on each matter presented to the shareholders of the Company at the Annual Meeting were as follows:

Proposal No. 1: Election of Class II Directors to serve a term of three years and until their successors are elected:


Name	Votes For	Votes Withheld	Broker Non-Votes
Laurie A. Bergman	2,654,204	36,349	546,197
Randy S. Bimes	2,648,199	42,134	546,197
Kenneth F. Brown, Jr.	2,639,694	50,859	546,197
Randall E. Stauffer	2,639,847	50,706	546,197

Proposal No. 2: To approve and adopt the 2026 Employee Stock Purchase Plan:

     Votes

     Votes

     Broker

     For

     Against

     Abstain

     Non-Votes

Proposal No. 3: To ratify the appointment of Baker Tilly US, LLP as QNB’s independent registered public accounting firm for 2026:


Votes For	Votes Against	Abstain
3,210,074	9,332	17,344

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 thereunto duly authorized.


		QNB Corp.


	By:	/s/ Jeffrey Lehocky
		Jeffrey Lehocky
		Chief Financial Officer

	Dated: June 10, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did QNBC shareholders vote on at the 2026 Annual Meeting?

QNBC shareholders voted to elect four Class II directors, approve the 2026 Employee Stock Purchase Plan, and ratify Baker Tilly US, LLP as the independent registered public accounting firm for 2026. Each proposal received majority support based on the reported vote totals.

How many QNBC shares were entitled to vote at the 2026 Annual Meeting?

A total of 4,993,046 shares of QNB Corp. common stock were entitled to vote at the 2026 Annual Meeting. These shares formed the basis for quorum and voting power on director elections, the 2026 Employee Stock Purchase Plan, and auditor ratification proposals.

Were QNBC’s Class II director nominees elected at the 2026 meeting?

Yes. All four Class II director nominees—Laurie A. Bergman, Randy S. Bimes, Kenneth F. Brown, Jr., and Randall E. Stauffer—were elected. Each received over 2.63 million votes for, with comparatively small withheld votes and 546,197 broker non-votes reported for each nominee.

Did QNBC shareholders approve the 2026 Employee Stock Purchase Plan?

Yes. The 2026 Employee Stock Purchase Plan was approved with 2,630,365 votes for, 35,230 against, and 24,958 abstentions, plus 546,197 broker non-votes. This shareholder approval allows QNB Corp. to move forward with the new employee stock purchase program.

Which audit firm did QNBC shareholders ratify for 2026?

Shareholders ratified Baker Tilly US, LLP as QNB Corp.’s independent registered public accounting firm for 2026. The ratification received 3,210,074 votes for, 9,332 against, and 17,344 abstentions, indicating broad shareholder support for continuing the existing audit relationship.

Were there significant broker non-votes in QNBC’s 2026 meeting results?

Yes. For the director elections and the 2026 Employee Stock Purchase Plan, there were 546,197 broker non-votes reported. Broker non-votes occur when brokers do not have discretionary authority to vote on certain proposals without specific shareholder instructions.

Filing Exhibits & Attachments

1 document