mpb-20260512
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2026
MID PENN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Pennsylvania | 1-13677 | 25-1666413 | ||||||||||||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
2407 Park Drive Harrisburg, Pennsylvania | 1.866.642.7736 | 17110 | ||||||||||||
| (Address of Principal Executive Offices) | (Registrant’s telephone number, including area code) | (Zip Code) | ||||||||||||
| Not Applicable | ||||||||||||||
| (Former Name or Former Address, if Changed Since Last Report) | ||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $1.00 par value per share | MPB | The NASDAQ Stock Market LLC | ||||||||||||
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)) | ||||
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
MID PENN BANCORP, INC.
FORM 8-K
ITEM 5.07 Submission of Matters to a Vote of Security Holders
On May 12, 2026, Mid Penn Bancorp, Inc. (the “Corporation”) held its Annual Meeting of Shareholders (the “Annual Meeting”), for which the Board of Directors solicited proxies. Of the 25,339,110 shares of Corporation common stock outstanding as of the record date for the Annual Meeting, 20,120,398 shares were present at the meeting in person or by proxy.
At the Annual Meeting, the shareholders of the Corporation voted on the proposals described in the Proxy Statement dated March 27, 2026. The following is a summary of the proposals voted upon at the Annual Meeting and the votes cast on each proposal.
Proposal 1: The Corporation’s shareholders elected five individuals to serve as Class A members of the Board of Directors to serve for a three-year term and until their successors are elected and qualified, as set forth below:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Thomas R. Brugger | 17,553,858 | 299,112 | 2,267,428 | |||||||||||||||||
| Albert J. Evans | 17,524,010 | 328,961 | 2,267,428 | |||||||||||||||||
| Joel L. Frank | 16,056,834 | 1,796,136 | 2,267,428 | |||||||||||||||||
| Brian A. Hudson, Sr. | 16,604,953 | 1,248,017 | 2,267,428 | |||||||||||||||||
| John E. Noone | 16,808,381 | 1,044,589 | 2,267,428 | |||||||||||||||||
Proposal 2: The Corporation’s shareholders ratified a non-binding proposal to approve the executive compensation, as described in the Compensation Discussion and Analysis and accompanying tabular and narrative disclosure contained in the Corporation’s Proxy Statement, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 17,185,517 | 509,600 | 157,854 | 2,267,428 | |||||||||||||||||
Proposal 3: The Corporation’s shareholders ratified the appointment of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 19,964,116 | 102,301 | 53,981 | — | |||||||||||||||||
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits:
104 Cover Page Interactive Date File (embedded within the XBRL document)
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.
MID PENN BANCORP, INC. | ||||||||
Date: May 12, 2026 | By: | /s/ Rory G. Ritrievi | ||||||
| Rory G. Ritrievi | ||||||||
| President and Chief Executive Officer | ||||||||