UNITED STATES
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


        May 24, 2011
Date of report (Date of earliest event reported)


QNB Corp.
(Exact name of registrant as specified in its charter)

Pennsylvania
0-17706
23-2318082
(State or other jurisdiction of
     (Commission File Number)
 (I.R.S. Employer Identification No.)
 incorporation or organization)
   
 
15 North Third Street, P.O. Box 9005, Quakertown, PA
18951-9005
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code:  (215) 538-5600

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:

 
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 communication 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 May 24, 2011, QNB Corp. (the “Company”) held its 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 25, 2011.

The proposals voted on and approved by the shareholders of the Company at the Annual Meeting were as follows:

Proposal No. 1.  The Company’s shareholders elected four individuals to the Board of Directors as set forth below:
 
 
Votes
Votes
Broker
Name
For Withheld
Non-Votes
Kenneth F. Brown, Jr.
2,030,055
6,000
535,780
Anna Mae Papso
2,026,629
9,426
535,780
Henry L. Rosenberger
2,027,394
8,661
535,780
Edgar L. Stauffer
2,010,492
25,563
535,780

Proposal No. 2.  The Company’s shareholders approved the 2011 Employee Stock Purchase Plan as set forth below:
 
Votes
Votes
 
Broker
For
Against
Abstentions
Non-Votes
2,006,125
25,847
4,083
535,780

Proposal No. 3.  The Company’s shareholders ratified the appointment of ParenteBeard LLC, of Allentown, Pennsylvania, Certified Public Accountants as the independent registered public accounting firm for 2011 as set forth below:

Votes
Votes
 
Broker
For
Against
Abstentions  
Non-Votes
2,567,299
1,301
3,235
-

 
 
 

 
 
 
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/ Bret H. Krevolin                  
   
Bret H. Krevolin
Chief Financial Officer

Dated:  May 24, 2011