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 26, 2011
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NORWOOD FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
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Pennsylvania
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0-28364
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23-2828306
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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717 Main Street, Honesdale, Pennsylvania
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18431
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3(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (570) 253-1455
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Not Applicable
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(Former name or former address, if changed since last report)
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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):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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NORWOOD FINANCIAL CORP.
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) On April 26, 2011, the Company held its annual meeting of stockholders.
(b) The following is a record of the vote on each matter presented at the annual meeting.
(1) Election of Directors
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Nominee
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For
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Withheld
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Broker Non-Vote
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Daniel J. O’Neill
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1,986,589
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30,776
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382,928
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Dr. Kenneth A. Phillips
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1,972,433
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44,932
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382,928
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There were no abstentions in the election of directors.
(2) Approval of a non-binding resolution on executive compensation.
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For
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Against
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Abstain
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Broker
Non-Vote
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1,890,141
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81,208
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46,016
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382,928
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(3) Whether advisory votes on executive compensation should occur every one, two or threeyears.
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One Year
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Two Years
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Three Years
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Abstain
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Broker
Non-Vote
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487,287
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101,719
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1,396,601
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31,758
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382,928
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(4)
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Ratification of appointment of S.R. Snodgrass, A.C. as independent auditors for the fiscal year ending December 31, 2011.
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For
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Against
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Abstain
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2,327,350
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52,675
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20,268
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There were no broker non-votes on the ratification of auditors.
* * * * *
(d) The Registrant’s Board of Directors has determined in light of the vote on Proposal 3 above to include a shareholder advisory vote on executive compensation in its proxy materials every three years.
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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NORWOOD FINANCIAL CORP.
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Date: April 28, 2011
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By:
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/s/ Lewis J. Critelli
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Lewis J. Critelli
President and Chief Executive Officer
(Duly Authorized Representative)
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