f8k_051315.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 12, 2015


MID PENN BANCORP, INC.
(Exact name of registrant as specified in its charter)


Pennsylvania
1-13677
25-1666413
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
   
349 Union Street
Millersburg, Pennsylvania
1.866.642.7736
17061
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area code)
(Zip Code)
 
 
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))
 
 
 
 
MID PENN BANCORP, INC.
CURRENT REPORT ON FORM 8-K


ITEM 5.07 
Submission of Matters to a Vote of Security Holders.

On May 12, 2015, Mid Penn Bancorp, Inc. (the “Corporation”) held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies.  At the Annual Meeting, the shareholders of the Corporation voted on the following proposals described in the Proxy Statement dated April 2, 2015.

The proposals voted on and approved or disapproved by the shareholders of the Corporation at the Annual Meeting were as follows:

Proposal No. 1.  The Corporation’s shareholders elected four individuals to serve as Class B members of the Board of Directors to serve for a three-year term and until their successors are elected and qualified, as set forth below:

Name
  
Votes
For
  
Votes
Withheld
  
Broker
Non-Votes
  
Votes
Uncast
Steven T. Boyer
  
2,800,750
  
13,498
  
343,462
  
-
Gregory M. Kerwin
  
2,769,570
  
44,415
  
343,462
  
262
Robert E. Klinger
  
2,799,874
  
14,373
  
343,462
  
-
Rory G. Ritrievi
  
2,783,586
  
30,662
  
343,462
  
-

 
Proposal No. 2.  The Corporation’s shareholders ratified a non-binding proposal to approve the executive compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure (together with the accompanying narrative disclosure) regarding the named executive officers in the Corporation’s Proxy Statement, as set forth below:

Votes
For
  
Votes
Against
  
Abstentions
  
Broker
Non-Votes
2,409,196
  
278,213
  
126,838
  
343,462

 
Proposal No. 3.  The Corporation’s shareholders ratified the appointment of BDO USA, LLP, of Harrisburg, Pennsylvania, as the Corporation’s independent registered public accounting firm for the year ending December 31, 2015, as set forth below:

Votes
For
  
Votes
Against
  
Abstentions
  
Broker
Non-Votes
3,142,774
  
2,153
  
12,782
  
-


Item 7.01 
Regulation FD Disclosure.

The slides used and presented at the Annual Meeting of Shareholders are attached hereto as Exhibit 99.1.
 
 
Item 9.01 
Financial Statements and Exhibits.

(d)
Exhibits:
 
99.1
Slides from the Annual Meeting of Shareholders
 
 
 
 
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.
 
 
   
MID PENN BANCORP, INC.
(Registrant)
     
       
 
By:
/s/ Rory G. Ritrievi
  
Date: May 13, 2015
  
Rory G. Ritrievi
  
   
President and Chief Executive Officer
 
 

 
 
 
 


Exhibit Number
  
Exhibits
99.1
  
Slides from the Annual Meeting of Shareholders