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 24, 2013
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
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On April 24, 2013, the Company held its annual meeting of shareholders. At the annual meeting, four matters were submitted to a vote of shareholders: (1) the election of two nominees to the Board of Directors of the Company for terms expiring in 2016; (2) an advisory (non-binding) "Say On Pay" resolution to approve executive officer compensation; (3) an advisory (non-binding) "Say When On Pay" resolution for shareholders to recommend the frequency at which the Company should conduct an advisory vote to approve executive officer compensation, and (4) the ratification of the selection of ParenteBeard LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The number of votes cast for, against, or withheld as to each such matter or nominee, as well as the number of abstentions 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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ABSTAIN/WITHHOLD
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Mildred C. Joyner
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1,827,812
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53,066
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William S. Latoff
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1,819,700
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61,178
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Proposal 2 – Advisory vote on executive compensation
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FOR
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AGAINST
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ABSTAIN
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1,712,643
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73,116
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95,119
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Proposal 3-Advisory vote on frequency of holding an advisory vote on executive compensation
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1 Year
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2year
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3 Year
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ABSTAIN
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1,662,265
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78,807
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96,863
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42,943
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Proposal 4 - Ratification of ParenteBeard, LLC as the registered public accounting firm for the fiscal year ending December 31, 2013
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FOR
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AGAINST
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ABSTAIN
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2,117,818
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42,651
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9,563
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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 25, 2013
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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 Vice President
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