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
 
April 29, 2015
Date of Report (Date of earliest event reported)
 
PENNS WOODS BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
Pennsylvania
000-17077
23-2226454
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Ident. No.)
 
 
 
300 Market Street, P.O. Box 967, Williamsport, Pennsylvania
17703-0967
(Address of principal executive offices)
(Zip Code)
 
(570) 322-1111
Registrant’s telephone number, including area code
 
N/A
(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:

☐ 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))


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Item 5.07    Submission of Matters to a Vote of Security Holders.
On April 29, 2015, Penns Woods Bancorp, Inc. (the “Company”) held its 2015 Annual Meeting of Shareholders for which the Board of Directors solicited proxies to consider and vote upon the proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2015. As of the record date for the Annual Meeting, holders of a total of 4,800,662 shares of the Company’s common stock were entitled to vote on the matters considered at the Annual Meeting.
The proposals voted on at the Annual Meeting by shareholders of the Company and the voting results were as follows:
Proposal No. 1. Election of Class I directors.
Nominees
For
Withheld
Broker Nonvotes
(01) William J. Edwards
2,677,526
159,077
961,483
(02) Leroy H. Keiler, III
2,647,708
188,895
961,483
(03) Jill F. Schwartz
2,678,403
158,200
961,483
(04) Hubert A. Valencik
2,651,427
185,176
961,483
(05) Ronald A. Walko
2,620,267
216,336
961,483

Proposal No. 2. Non-binding (advisory) vote on executive compensation.
Votes For
Votes Against
Abstentions
Broker Nonvotes
2,548,493
235,422
52,688
961,483


Proposal No. 3. Ratification of the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2015.
Votes For
Votes Against
Abstentions
Broker Nonvotes
3,708,333
58,442
31,311
0


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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.
PENNS WOODS BANCORP, INC.

Dated: May 1, 2015
By:    /s/ Brian L. Knepp    
Brian L. Knepp    Senior Vice President and Chief Financial Officer

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