PENNS WOODS BANCORP,INC. (NASDAQ:PWOD) Files An 8-K Submission of Matters to a Vote of Security Holders

PENNS WOODS BANCORP,INC. (NASDAQ:PWOD) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

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On April24, 2018, Penns Woods Bancorp,Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders for which the Board of Directors solicited proxies to consider and vote upon the proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March23, 2018. As of the record date for the Annual Meeting, holders of a total of 4,689,563 shares of the Company’s common stock were entitled to vote on the matters considered at the Annual Meeting.

The proposals voted on at the Annual Meeting by shareholders of the Company and the voting results were as follows:

Proposal No.1. Election of Class2 directors.

Nominees

For

Withheld

BrokerNonvotes

William J. Edwards

2,153,221

155,646

1,277,689

Leroy H. Keiler,III

2,153,208

158,115

1,277,689

Cameron W. Kephart

2,187,292

123,799

1,277,689

Jill F. Schwartz

2,188,446

120,422

1,277,689

Ronald A. Walko

1,657,368

653,167

1,277,689

Proposal No.2. Non-binding (advisory) vote on the approval of executive compensation.

VotesFor

VotesAgainst

Abstentions

BrokerNonvotes

1,711,384

528,862

70,915

1,277,689

Proposal No.3. Ratification of the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the year ending December31, 2018.

VotesFor

VotesAgainst

Abstentions

BrokerNonvotes

3,551,618

16,897

20,335

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About PENNS WOODS BANCORP,INC. (NASDAQ:PWOD)

Penns Woods Bancorp, Inc. is a bank holding company. The Company operates through its subsidiaries: Jersey Shore State Bank (JSSB) and Luzerne Bank (Luzerne) (collectively known as the Banks); Woods Real Estate Development Company, Inc.; Woods Investment Company, Inc., and The M Group, a subsidiary of JSSB. The Company is engaged in managing and supervising the Banks. The Company operates in Community Banking segment. The Banks are engaged in a full-service commercial banking business, making available to the community a range of financial services, including installment loans, credit cards, mortgage and home equity loans, lines of credit, construction financing, farm loans, community development loans, loans to non-profit entities and local government, and various demand and time deposits, including checking accounts, savings accounts, money market deposit accounts, certificates of deposit and individual retirement arrangements (IRAs).

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