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

 

April 28, 2010

Date of Report (Date of earliest event reported)

 

PENNS WOODS BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

(570) 322-1111

Registrant’s telephone number, including area code

 

N/A

(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.

 

On April 28, 2010, Penns Woods Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies.  At the Annual Meeting, the shareholders of the Company voted on the following proposals stated in the Proxy Statement dated March 24, 2010.

 

The proposals voted on and approved or disapproved by the shareholders of the Company at the Annual Meeting were as follows:

 

Proposal No. 1.  The Company’s shareholders elected four individuals to the Board of Directors as set forth below:

 

Name		Votes For		Votes Withheld		Broker Non-Votes
Michael J. Casale, Jr.		2,200,885		39,534		740,705
R. Edward Nestlerode, Jr.		2,199,990		40,429		740,705
William H. Rockey		2,036,791		203,628		740,705
Ronald A. Walko		2,096,832		143,587		740,705

 

Proposal No. 2.  The Company’s shareholders ratified the appointment of S.R. Snodgrass, A.C., of Wexford, Pennsylvania, Certified Public Accountants as the independent registered public accounting firm as set forth below:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,947,158		23,908		10,058		—

 

Proposal No. 3.  The Company’s shareholders rejected the shareholder proposal regarding an advisory vote on the elimination of classified terms for the Board of Directors as set forth below:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
824,626		1,319,966		95,827		740,705

 

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 hereunto duly authorized.

 

	PENNS WOODS BANCORP, INC.
Dated:  April 30, 2010
	By:	/s/  Brian L. Knepp
		Brian L. Knepp
		Chief Financial Officer

 

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