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