CNB Financial Corp. Files Definitive Proxy Statement

TL;DR

<b>CNB Financial Corp. has filed its Definitive Proxy Statement for the fiscal year 2023, detailing executive compensation and corporate governance.</b>

AI Summary

CNB FINANCIAL CORP/PA (CCNEP) filed a Proxy Statement (DEF 14A) with the SEC on March 8, 2024. CNB Financial Corp. filed a Definitive Proxy Statement (DEF 14A) on March 8, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 1 South Second Street, Clearfield, PA 16830. The filing includes information related to executive compensation for the fiscal year 2023. The company is classified under Standard Industrial Classification code 6022 for State Commercial Banks.

Why It Matters

For investors and stakeholders tracking CNB FINANCIAL CORP/PA, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation packages and voting matters, enabling informed decisions at the annual meeting. As a DEF 14A filing, it outlines the company's governance practices and executive remuneration, which are key factors for investors assessing management alignment and company performance.

Risk Assessment

Risk Level: — CNB FINANCIAL CORP/PA shows moderate risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than immediate financial distress or significant operational changes.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand management incentives and potential governance changes.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period of report)
• 2024-03-08 — Filing Date (Date of filing)
• 6022 — SIC Code (Standard Industrial Classification for State Commercial Banks)

Key Players & Entities

• CNB FINANCIAL CORP/PA (company) — Filer
• Michael D. Peduzzi (person) — Executive compensation details
• Joseph B. Bower Jr. (person) — Executive compensation details
• PA (location) — State of incorporation and business address
• Clearfield (location) — Business address city

FAQ

Industry Context

CNB Financial Corp. operates within the State Commercial Banks industry, as indicated by its SIC code 6022.

Regulatory Implications

The filing is a DEF 14A, which is a standard disclosure required under the Securities Exchange Act of 1934 for companies soliciting proxies from shareholders.

What Investors Should Do

1. Analyze executive compensation data for key personnel like Michael D. Peduzzi and Joseph B. Bower Jr.
2. Review any shareholder proposals or voting recommendations presented in the proxy statement.
3. Note the company's fiscal year end and filing date for tracking reporting cycles.

Year-Over-Year Comparison

This is a DEF 14A filing for the fiscal year 2023, providing updated information on executive compensation and corporate governance compared to previous filings.

Filing Documents

• ccne-20240308.htm (DEF 14A) — 1220KB
• ccne-20240308_g1.jpg (GRAPHIC) — 54KB
• ccne-20240308_g2.jpg (GRAPHIC) — 56KB
• ccne-20240308_g3.jpg (GRAPHIC) — 74KB
• ccne-20240308_g4.jpg (GRAPHIC) — 119KB
• ccne-20240308_g5.jpg (GRAPHIC) — 115KB
• ccne-20240308_g6.jpg (GRAPHIC) — 124KB
• ccne-20240308_g7.jpg (GRAPHIC) — 56KB
• ccne-20240308_g8.jpg (GRAPHIC) — 266KB
• ccne-20240308_g9.jpg (GRAPHIC) — 726KB
• 0000736772-24-000050.txt (&nbsp;) — 5656KB
• ccne-20240308.xsd (EX-101.SCH) — 5KB
• ccne-20240308_def.xml (EX-101.DEF) — 7KB
• ccne-20240308_lab.xml (EX-101.LAB) — 9KB
• ccne-20240308_pre.xml (EX-101.PRE) — 6KB
• ccne-20240308_htm.xml (XML) — 157KB

Executive Compensation and Personnel Committee Interlocks and Insider Participation

Executive Compensation and Personnel Committee Interlocks and Insider Participation 52 CERTAIN TRANSACTIONS 53 Code of Ethics 53 Policies and Procedures Regarding Transactions with Related Persons 53 STOCK OWNERSHIP 54 Stock Owned by Management and Directors 54 Stock Owned by 5% Shareholders 55 CEO PAY RATIO 56 EQUITY COMPENSATION PLAN INFORMATION 56 OTHER MATTERS 57 Delinquent Section 16(a) Reports 57 Other Matters to Come Before the 2024 Annual Meeting 57 Shareholder Proposals for the 2025 Annual Meeting 57 Householding 57 APPENDIX A 58 Table of Contents CNB FINANCIAL CORPORATION 1 SOUTH SECOND STREET CLEARFIELD, PA 16830-0042 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY Tuesday, April 16, 2024, 2:00 p.m. (EDT) ABOUT THE MEETING General Information This Proxy Statement is furnished to shareholders of CNB Financial Corporation (the "Corporation") in connection with the solicitation of proxies on behalf of the Board of Directors of the Corporation (the "Board") for use at the Annual Meeting of Shareholders (the "Annual Meeting") to be held on Tuesday, April 16, 2024 at 2:00 p.m. (EDT). The Corporation is a Pennsylvania corporation and a financial holding company registered with the Federal Reserve Board and has its principal offices at CNB Bank, 1 South Second Street, Clearfield, Pennsylvania 16830-0042. The subsidiaries of the Corporation are CNB Bank ("CNB Bank" or the "Bank"), CNB Securities Corporation, CNB Risk Management, Inc., Holiday Financial Services Corporation and CNB Insurance Agency. Unless otherwise directed, proxies solicited hereby will be voted FOR the election as directors of the nominees named under the caption: "Proposal 1. Election of Directors;" FOR approval of the Charter Amendment; FOR approval of the non-binding advisory resolution on the compensation program for our NEOs (as defined below); and FOR ratification of the appointment of our independent registered p

View Full Filing

View this DEF 14A filing on SEC EDGAR