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
Date of Report (Date of earliest event reported): May 21,2013
Juniata Valley Financial Corp.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-13232 | 23-2235254 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| Bridge and Main Streets, Mifflintown, Pennsylvania |
17059 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( 717 ) 436 - 8211
| 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 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
The Annual Meeting of Shareholders (the “Annual Meeting”) of Juniata Valley Financial Corp. (the “Company” or “Juniata Valley”) was held on May 21, 2013. At the Annual Meeting, the shareholders elected 3 Class B directors to serve until the 2016 Annual Meeting, as described below:
| Withhold | Abstentions / | |||||||||||
| Name | For | Authority | Broker Non-votes | |||||||||
| Marcie A. Barber | 2,406,102 | 29,096 | 0 | |||||||||
| Timothy I. Havice | 2,418,810 | 16,388 | 0 | |||||||||
| Charles L. Hershberger | 2,403,725 | 31,472 | 0 | |||||||||
At the Annual Meeting, the shareholders approved the non-binding “say on pay” proposal regarding compensation of the named executive officers, as follows:
| For | Against | Abstain | Broker Non-votes |
| 2,337,845 | 61,878 | 35,474 | 0 |
There were no other matters considered at the meeting.
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.
| Juniata Valley Financial Corp. | ||
| Date: May 21, 2013 | By: | /s/ JoAnn McMinn |
| Name:
JoAnn McMinn Title: EVP, Chief Financial Officer | ||