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
Date of Report (Date of earliest event reported): May 17, 2011
Juniata Valley Financial Corp.
(Exact name of registrant as specified in its charter)
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Pennsylvania |
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0-13232 |
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23-2235254 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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Bridge and Main Streets, Mifflintown, Pennsylvania
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17059 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code:
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Not Applicable
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(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))
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Item 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of Juniata Valley Financial Corp. was held on May 17,
2011. At the Annual Meeting, the stockholders elected 4 Class C directors to serve until
the 2014 Annual Meeting, as described below:
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Withhold |
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Abstentions / |
Name |
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For |
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Authority |
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Broker Non-votes |
Francis J. Evanitsky |
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2,672,407 |
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55,381 |
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0 |
Philip E. Gingerich, Jr. |
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2,697,849 |
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29,939 |
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0 |
Dale G. Nace |
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2,660,814 |
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66,974 |
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0 |
Jan G. Snedeker |
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2,698,106 |
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29,682 |
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0 |
Additionally, at the Annual Meeting, the stockholders approved the Juniata Valley
Financial Corp. 2011 Stock Option Plan as follows:
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For |
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Against |
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Abstain |
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Broker Non-votes |
2,603,007
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72,839 |
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51,942 |
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0 |
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There were no other matters considered at the meeting.
Item 8.01
On May 17, 2011, Juniata Valley Financial Corporation held its Annual Meeting of Shareholders. At
the meeting, management delivered a presentation pertaining to financial performance, peer
comparison and strategic objectives, which was accompanied by a series of electronic slides. A copy
of these slides is included in this report as Exhibit 99.1 and is furnished herewith.
The 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 release, Juniata Valley is making forward-looking statements. Such
information is based on Juniata Valleys current expectations, estimates and projections about
future events and financial trends affecting the financial condition of its business. These
statements are not historical facts or guarantees of future performance, events or results. Such
statements involve potential risks and uncertainties and, accordingly, actual results may differ
materially from this forward looking information. Juniata Valley undertakes no obligation to
publicly update or revise forward looking information, whether as a result of new or updated
information, future events, or otherwise. Many factors could affect future financial results
including, without limitation, the current disruptions in the financial and credit markets, changes
in interest rates and their impact on the level of deposits, loan demand and value of loan
collateral, increased competition from other financial institutions, market value deterioration in
the financial services sector, FDIC deposit insurance premiums, governmental monetary policy,
legislation and changes in banking regulations, risks associated with the effect of opening a new branch, the ability to control costs and expenses, and
general economic conditions.
For a more complete discussion of certain risks and uncertainties affecting Juniata Valley, please
see the sections entitled Risk Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations Forward-Looking Statements set forth in the Juniata
Valleys filings with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
Exhibits. The exhibit listed on the Exhibit Index accompanying this Form 8-K is furnished herewith.
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 thereunto duly authorized.
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Juniata Valley Financial Corp. |
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Date: May 19, 2011
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By: /s/ JoAnn McMinn |
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Name: JoAnn McMinn
Title: EVP, Chief Financial Officer |
Exhibit Index
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Exhibit No. |
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Description |
99.1
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Slide presentation for the Juniata Valley Financial Corp 2011
Annual Shareholders Meeting |