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
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Date of Report (Date of Earliest Event Reported):
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April 27, 2011
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__________________________________________
(Exact name of registrant as specified in its charter)
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Pennsylvania
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1-34242
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23-2222567
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_____________________
(State or other jurisdiction
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_____________
(Commission
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______________
(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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4 Brandywine Avenue, Downingtown, Pennsylvania
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19335
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_________________________________
(Address of principal executive offices)
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___________
(Zip Code)
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Registrant’s telephone number, including area code:
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(610) 269-1040
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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))
| Item 5.07. Submission of Matters to a Vote of Security Holders. |
On April 27, 2011, the Company held its annual meeting of shareholders. At the annual meeting, three matters were submitted to a vote of shareholders: (1) the election of three nominees to the Board of Directors of the Company for terms expiring in 2014; (2) the approval of an advisory (non-binding) resolution concerning the Company’s executive Compensation, and (3) the ratification of the selection of ParenteBeard LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. The number of votes cast for, against, or withheld as to each such matter or nominee, as well as the number of abstentions and broker non-votes as to each such matter or nominee, are set forth below.
Proposal 1 - Election of Directors
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Nominee
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FOR
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WITHHELD
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Gerard F. Griesser
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1,737,507
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78,831
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William J. Hieb
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1,715,735
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100,603
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James H. Thornton
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1,737,308
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79,031
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Proposal 2 – Advisory (non-binding) resolution concerning the Company’s executive Compensation
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FOR
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AGAINST
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ABSTAIN
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Advisory resolution concerning the Company’s executive Compensation
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1,601,802
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176,907
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37,627
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Proposal 3 - Ratification of Auditor
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Auditor
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FOR
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AGAINST
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ABSTAIN
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ParenteBeard LLC
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2,088,627
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85,089
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5,759
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. None
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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DNB FINANCIAL CORPORATION
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April 28, 2011
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By:
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/s/ Gerald F. Sopp
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Name: Gerald F. Sopp
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Title: Chief Financial Officer and Executive VP
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EXHIBIT INDEX
None