CNB FINANCIAL CORPORATION (NASDAQ:CCNE) Files An 8-K Submission of Matters to a Vote of Security Holders

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CNB FINANCIAL CORPORATION (NASDAQ:CCNE) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07. Submission of Matters to a Vote of Security
Holders

CNB Financial Corporation (the Corporation) held its Annual
Meeting of Shareholders on April18, 2017 for the purpose of:
(i)selecting six Class 1 directors, (ii)voting on a non-binding
advisory resolution on the Corporations compensation program for
its named executive officers, (iii)ratifying the appointment of
independent auditors, (iv)amending the Corporations bylaws to
implement a majority vote standard for the election of directors
in uncontested elections while retaining a plurality vote
standard in contested elections, and (v)transacting such other
business as would properly come before the meeting.

Results of the shareholder voting on the class 1 directors were
as follows:

Peter F. William F. Jeffrey S. James B. Francis X. Peter C.
Smith Falger Powell Ryan Straub, III Varischetti

For

8,720,113 8,397,653 8,732,355 8,695,523 8,697,157 8,684,751

Withheld

500,390 822,850 488,148 524,980 523,346 535,752

Broker Non-Votes

1,679,759 1,679,759 1,679,759 1,679,759 1,679,759 1,679,759

Results of the advisory vote on executive compensation were as
follows:

For

8,553,862

Against

463,633

Abstentions

203,005

Broker Non-Votes

1,679,762

Results of the ratification of Crowe Horwath LLP as independent
auditors were as follows:

For

10,745,061

Against

51,541

Abstentions

103,660

Broker Non-Votes

Results of the proposal to amend the Corporations bylaws were as
follows:

For

8,988,897

Against

105,659

Abstentions

125,947

Broker Non-Votes

1,679,759

The total shares voted at the annual meeting were 10,900,262.

The Corporations press release regarding the results of the
Annual Meeting is filed as Exhibit 99.1 herewith and is
incorporated by reference herein.

Item8.01. Other Events

CNB Financial Corporation shareholders and CNB Bank each held
separate annual meetings on April18, 2017.

Item9.01. Financial Statements and Exhibits

(d) Exhibits: Exhibit 99.1 News Release announcing annual meeting


About CNB FINANCIAL CORPORATION (NASDAQ:CCNE)

CNB Financial Corporation is a financial holding company. The Company provides a range of banking and related services through its subsidiary, CNB Bank (the Bank). In addition, the Bank provides trust and asset management services, including the administration of trusts and estates, retirement plans and other employee benefit plans, as well as a range of wealth management services. The Bank offers a range of banking activities and services for individual, business, governmental and institutional customers. The Bank’s Wealth & Asset Management Services division offers a range of client services. The Bank has approximately 40 branch offices and over two loan production offices. The Company’s loan portfolio includes commercial, industrial and agricultural loans; commercial mortgages loans; residential real estate loans; consumer loans; credit cards, and overdrafts. It offers demand deposits, savings deposits and time deposits.

CNB FINANCIAL CORPORATION (NASDAQ:CCNE) Recent Trading Information

CNB FINANCIAL CORPORATION (NASDAQ:CCNE) closed its last trading session up +0.77 at 24.16 with 57,131 shares trading hands.