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DNB FINANCIAL CORP /PA/ FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
[April 23, 2014]

DNB FINANCIAL CORP /PA/ FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits


(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 23, 2014, the Company held its annual meeting of shareholders. At the annual meeting, three matters were submitted to a vote of shareholders: (1) the election of three nominees to the Board of Directors of the Company for terms expiring in 2017; (2) an advisory (non-binding) "Say On Pay" resolution to approve executive officer compensation; and (3) the ratification of the selection of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. 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 Nominee FOR ABSTAIN/WITHHOLD Gerard F. Griesser 1,880,492 34,573 William J. Hieb 1,880,853 34,212 James H. Thornton 1,879,084 35,981 Proposal 2 - Advisory vote on executive compensation FOR AGAINST ABSTAIN 1,687,000 108,814 119,251 Proposal 3 - Ratification of BDO USA, LLP as the registered public accounting firm for the fiscal year ending December 31, 2014 FOR AGAINST ABSTAIN 2,238,808 29,753 2,273 Item 9. 01. Financial Statements and Exhibits.

(c) Exhibits. None --------------------------------------------------------------------------------

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