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Current Report · Items 5.07, 7.01, 9.01 · 8-K
JUNIATA VALLEY FINANCIAL CORP
JUVFOTCEQUITYCurrent
Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure
Item 5.07 Submission of Matters to a Vote of Security Holders On May 19, 2026, Juniata Valley Financial Corp. (the “Company”) held its Annual Meeting of Shareholders (“Annual Meeting”) for which the Board of Directors solicited proxies. At the Annual Meeting, shareholders of the Company voted on the following proposals described in the Proxy Statement dated April 6, 2026.…
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Registered securities in this filing
JUNIATA VALLEY FINANCIAL CORP. · 8-K · Filed 2026-05-19
Disclosure sections
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07
Submission of Matters to a Vote of Security Holders
On May 19, 2026, Juniata Valley Financial Corp. (the “Company”) held its Annual Meeting of Shareholders (“Annual Meeting”) for which the Board of Directors solicited proxies. At the Annual Meeting, shareholders of the Company voted on the following proposals described in the Proxy Statement dated April 6, 2026.
The proposals voted on by the shareholders of the Company at the Annual Meeting were as follows:
Proposal No. 1. The Company’s shareholders elected three Class C directors to serve until the 2029 Annual Meeting as described below:
Votes Votes Broker Votes
Votes Votes Broker Votes
Name For Withheld Non-votes Uncast
Name For Withheld Non-votes Uncast
───────────────────────────────────────────────────────────────────────────────────
John P. Henry, IV 2,517,114 127,742 - -
John P. Henry, IV 2,517,114 127,742 - -
Gary E. Kelsey 2,491,179 153,357 - 320
Gary E. Kelsey 2,491,179 153,357 - 320
Joseph B. Scarnati, III 2,489,770 155,086 - -
Joseph B. Scarnati, III 2,489,770 155,086 - -
Proposal No. 2. The Company’s shareholders approved the non-binding “say on pay” proposal regarding compensation of the named executive officers, as follows:
Votes Votes Broker
Votes Votes Broker
For Against Abstentions Non-Votes
For Against Abstentions Non-Votes
──────────────────────────────────────────────────────────
2,320,229 180,478 144,149 -
2,320,229 180,478 144,149 -
Proposal No. 3. The Company’s shareholders approved the 2026 Incentive Plan proposal as follows:
Votes Votes Broker
Votes Votes Broker
For Against Abstentions Non-Votes
For Against Abstentions Non-Votes
──────────────────────────────────────────────────────────
2,377,918 154,234 112,704 -
2,377,918 154,234 112,704 -
There were no other matters considered at the meeting.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01
Regulation FD Disclosure
The slides used and presented at the Annual Meeting are attached hereto as Exhibit 99.1.
Filed exhibits (1)
EX-99.1 2 juvf-20260519xex99d1.htm EX-99.1 Exhibit 99.1 BUILDING MOMENTUM Juniata Valley Financial Corp. 2026 Annual Meeting May 19, 2026 Exhibit 99.1 MARTIN DREIBELBIS CHAIRMAN AGENDA • Call to Order • Rules of Conduct • Introduction of Members of the Board of Directors • Determine Presence of Quorum, Approval of Minutes, Appointment of Judges of Election • Nominations • Management’s Presentation – Building Momentum • Questions/Comments • Voting Tabulation • Adjournment BOARD OF DIRECTORS Martin Dreibelbis Chairman Christina Calkins-Mazur Joseph Scarnati III Steven Sliver Gary Kelsey Marcie Barber Michael Buffington Vice Chairman John Henry IV MEETING BUSINESS Determine Presence of Quorum, Approval of Minutes, Appointment of Judges of Election Election of Directors “Say on Pay” 2026 Long-Term Incentive Plan FORWARD LOOKING STATEMENTS This presentation may contain “forward looking” information as defined by the Private Securities Litigation Reform Act of 1995. When words such as “believes”, “expects”, “anticipates” or similar expressions are used in this presentation, Juniata is making forward-loo…
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