f8k_042412-0160.htm

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)
April 24, 2012
  

NORWOOD FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

Pennsylvania
0-28364
23-2828306
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

717 Main Street, Honesdale, Pennsylvania
18431
3(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code:     (570) 253-1455


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 (see General Instruction A.2. below):

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)).




 
 
 

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 24, 2012, 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

Nominee
  
For
  
Withheld
  
Broker Non-Vote
             
Lewis J. Critelli
  
2,445,697
  
  6,110
  
455,999
William W. Davis, Jr.
  
2,440,160
  
11,647
  
455,999
Susan Gumble-Cottell
  
2,427,721
  
24,086
  
455,999
John E. Marshall
  
2,438,859
  
12,948
  
455,999

There were no abstentions in the election of directors.

(2)           Ratification of appointment of S.R. Snodgrass, A.C. as independent auditors for the fiscal year ending December 31, 2012.

For
  
Against
  
Abstain
         
2,897,765
  
6,194
  
3,847
         

There were no broker non-votes on the ratification of auditors.





 
 
 

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.


   
NORWOOD FINANCIAL CORP.
 
 
 
Date:                      April 25, 2012
  
By: 
/s/ Lewis J. Critelli
     
Lewis J. Critelli
President and Chief Executive Officer
(Duly Authorized Representative)