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CNB Financial Corporation 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and CNB Financial Corporation’s Form 8-K, filed April 22, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 16Reported items
  • 202Asset managers
  • 2,059Fund votes
  • April 21, 2026Meeting date

Results at a glance

Meeting of April 21, 2026: 4 items on CNB Financial Corporation’s Form 8-K, filed April 22, 2026: 2 elected · 2 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CNB Financial Corporation in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by CNB Financial Corporation

These tallies are CNB Financial Corporation’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 22, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CNB Financial Corporation — official shareholder meeting results, meeting held April 21, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Daniel J. Henning 20,778,942628,977264,051 --2,615,524 97%Elected—
Elect Director: Robert C. Selig, Jr. 20,710,884684,257276,830 --2,615,523 97%Elected—
Class 2 Director : At the Annual Meeting, the following person was duly elected as a Class 2 director to serve until the Corporation's 2028 Annual Meeting of Shareholders or until his successor is elected: 20,982,678353,900335,392 --2,615,524 98%Approved—
The table below sets forth the voting results for this proposal: 23,919,02544,031324,438 ---- 99.8%Approved—

Source: CNB Financial Corporation, Form 8-K, filed with the SEC on April 22, 2026 — read the filing on EDGAR.

How asset managers voted at the CNB Financial Corporation 2025-2026 meeting

Each item below shows how the 202 asset managers that disclosed a CNB Financial Corporation vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CNB Financial Corporation’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Robert C. Selig, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 20,710,884AGAINST: 684,257
Details: description as filed, official tally, votes by 59 asset managers

Description as filed by funds: To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and one Class 3 director to serve for a one-year term, or until their respective successors are elected and qualified; Class 3: Robert C. Selig, Jr.

CNB Financial Corporation’s own tally for this item (“Elect Director: Robert C. Selig, Jr.”): 20,710,884 for, 684,257 against, per its Form 8-K filed April 22, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors Class 1 Directors : At the Annual Meeting, the following persons were duly elected as Class 1 directors to serve until the Corporation's 2029 Annual Meeting of Shareholders or until their respective successors are elected: Class 2 Director : At the Annual Meeting, the followin…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 6,454,690 for, 1 against.

FOR
FOR: 6,454,690AGAINST: 1
Largest asset managers voting on “To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year te” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,473,8451 00For
BlackRock1,109,2690 00For
Fidelity683,7990 00For
American Century568,9930 00For
Dimensional481,9090 00For
Columbia Threadneedle320,7010 00For
Charles Schwab245,9570 00For
John Hancock214,3970 00For
Royce160,9460 00For
EA Series Trust134,1710 00For
JPMorgan120,1050 00For
TIAA118,1570 00For
BRIDGEWAY FUNDS INC102,5050 00For
SEI97,8150 00For
WisdomTree66,6830 00For
Equitable62,4560 00For
QUANTITATIVE MASTER SERIES LLC46,7110 00For
Lincoln Financial46,0500 00For
HOTCHKIS & WILEY FUNDS /DE/44,1000 00For
Brighthouse30,7980 00For
AIG/SunAmerica29,7650 00For
Principal28,6570 00For
Invesco22,4900 00For
Prudential/PGIM22,4720 00For
Northern Trust20,3770 00For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

2. Elect Director: Daniel J. Henning

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 20,778,942AGAINST: 628,977
Details: description as filed, official tally, votes by 58 asset managers

Description as filed by funds: To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and one Class 3 director to serve for a one-year term, or until their respective successors are elected and qualified; Class 2: Daniel J. Henning

CNB Financial Corporation’s own tally for this item (“Elect Director: Daniel J. Henning”): 20,778,942 for, 628,977 against, per its Form 8-K filed April 22, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors Class 1 Directors : At the Annual Meeting, the following persons were duly elected as Class 1 directors to serve until the Corporation's 2029 Annual Meeting of Shareholders or until their respective successors are elected: Class 2 Director : At the Annual Meeting, the followin…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 58 asset managers below reported 6,451,310 for, 1 against.

FOR
FOR: 6,451,310AGAINST: 1
Largest asset managers voting on “To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year te” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,473,8451 00For
BlackRock1,109,2690 00For
Fidelity683,7990 00For
American Century568,9930 00For
Dimensional481,9090 00For
Columbia Threadneedle320,7010 00For
Charles Schwab245,9570 00For
John Hancock214,3970 00For
Royce160,9460 00For
EA Series Trust134,1710 00For
JPMorgan120,1050 00For
TIAA118,1570 00For
BRIDGEWAY FUNDS INC102,5050 00For
SEI97,8150 00For
WisdomTree66,6830 00For
Equitable62,4560 00For
QUANTITATIVE MASTER SERIES LLC46,7110 00For
Lincoln Financial46,0500 00For
HOTCHKIS & WILEY FUNDS /DE/44,1000 00For
Brighthouse30,7980 00For
AIG/SunAmerica29,7650 00For
Principal28,6570 00For
Invesco22,4900 00For
Prudential/PGIM22,4720 00For
Northern Trust20,3770 00For

Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.

3. To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve…: Francis X. Straub, III

No official matchDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

99.6% of fund votes cast · no official result

FOR
Details: description as filed, votes by 46 asset managers

Description as filed by funds: To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and one Class 3 director to serve for a one-year term, or until their respective successors are elected and qualified; Class 1: Francis X. Straub, III

The 46 asset managers below reported 4,891,272 for, 14,893 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 4,891,272AGAINST: 14,893
Largest asset managers voting on “To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year te” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,473,8460 00For
Fidelity683,7990 00For
American Century568,9930 00For
Dimensional481,9090 00For
Columbia Threadneedle320,7010 00For
Charles Schwab245,9570 00For
Royce160,9460 00For
JPMorgan120,1050 00For
TIAA118,1570 00For
BRIDGEWAY FUNDS INC102,5050 00For
SEI97,8150 00For
WisdomTree66,6830 00For
Equitable47,70614,750 00Mixed
Lincoln Financial46,0500 00For
HOTCHKIS & WILEY FUNDS /DE/44,1000 00For
Brighthouse30,7980 00For
AIG/SunAmerica29,7650 00For
Principal28,6570 00For
Invesco22,4900 00For
Prudential/PGIM22,4720 00For
Northern Trust20,3770 00For
Pacific Life19,8440 00For
Global X13,3240 00For
Voya12,2080 00For
Victory Capital11,9600 00For

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

4. To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a…: Gary S. Olson

No official matchDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

FOR
Details: description as filed, votes by 46 asset managers

Description as filed by funds: To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and one Class 3 director to serve for a one-year term, or until their respective successors are elected and qualified; Class 1: Gary S. Olson

The 46 asset managers below reported 4,906,164 for, 1 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 4,906,164AGAINST: 1
Largest asset managers voting on “To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year te” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,473,8451 00For
Fidelity683,7990 00For
American Century568,9930 00For
Dimensional481,9090 00For
Columbia Threadneedle320,7010 00For
Charles Schwab245,9570 00For
Royce160,9460 00For
JPMorgan120,1050 00For
TIAA118,1570 00For
BRIDGEWAY FUNDS INC102,5050 00For
SEI97,8150 00For
WisdomTree66,6830 00For
Equitable62,4560 00For
Lincoln Financial46,0500 00For
HOTCHKIS & WILEY FUNDS /DE/44,1000 00For
Brighthouse30,7980 00For
AIG/SunAmerica29,7650 00For
Principal28,6570 00For
Invesco22,4900 00For
Prudential/PGIM22,4720 00For
Northern Trust20,3770 00For
Pacific Life19,8440 00For
Global X13,3240 00For
Voya12,2080 00For
Victory Capital11,9600 00For

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

5. To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a…: Jeffrey S. Powell

No official matchDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

91% of fund votes cast · no official result

FOR
Details: description as filed, votes by 46 asset managers

Description as filed by funds: To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and one Class 3 director to serve for a one-year term, or until their respective successors are elected and qualified; Class 1: Jeffrey S. Powell

The 46 asset managers below reported 4,444,610 for, 461,555 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 4,444,610AGAINST: 461,555
Largest asset managers voting on “To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year te” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,473,192654 00For
Fidelity683,7990 00For
American Century568,9930 00For
Dimensional481,9090 00For
Columbia Threadneedle0320,701 00Against
Charles Schwab245,9570 00For
Royce160,9460 00For
JPMorgan120,1050 00For
TIAA118,1570 00For
BRIDGEWAY FUNDS INC102,5050 00For
SEI097,815 00Against
WisdomTree66,6830 00For
Equitable47,70614,750 00Mixed
Lincoln Financial46,0500 00For
HOTCHKIS & WILEY FUNDS /DE/44,1000 00For
Brighthouse30,7980 00For
AIG/SunAmerica29,7650 00For
Principal28,6570 00For
Invesco22,4900 00For
Prudential/PGIM22,4720 00For
Northern Trust20,3770 00For
Pacific Life19,8440 00For
Global X013,324 00Against
Voya12,2080 00For
Victory Capital11,9600 00For

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

6. To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for…: Peter C. Varischetti

No official matchDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

99.6% of fund votes cast · no official result

FOR
Details: description as filed, votes by 46 asset managers

Description as filed by funds: To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and one Class 3 director to serve for a one-year term, or until their respective successors are elected and qualified; Class 1: Peter C. Varischetti

The 46 asset managers below reported 4,890,619 for, 15,546 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 4,890,619AGAINST: 15,546
Largest asset managers voting on “To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year te” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,473,193653 00For
Fidelity683,7990 00For
American Century568,9930 00For
Dimensional481,9090 00For
Columbia Threadneedle320,7010 00For
Charles Schwab245,9570 00For
Royce160,9460 00For
JPMorgan120,1050 00For
TIAA118,1570 00For
BRIDGEWAY FUNDS INC102,5050 00For
SEI97,8150 00For
WisdomTree66,6830 00For
Equitable47,70614,750 00Mixed
Lincoln Financial46,0500 00For
HOTCHKIS & WILEY FUNDS /DE/44,1000 00For
Brighthouse30,7980 00For
AIG/SunAmerica29,7650 00For
Principal28,6570 00For
Invesco22,4900 00For
Prudential/PGIM22,4720 00For
Northern Trust20,3770 00For
Pacific Life19,8440 00For
Global X13,3240 00For
Voya12,2080 00For
Victory Capital11,9600 00For

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

7. To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and…

No official matchDIRECTOR ELECTIONS

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 12 asset managers

Description as filed by funds: To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and one Class 3 director to serve for a one-year term, or until their respective successors are elected and qualified; Francis X. Straub, III

The 12 asset managers below reported 1,545,146 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 1,545,146
Largest asset managers voting on “To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year te” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,109,2690 00For
John Hancock214,3970 00For
EA Series Trust134,1710 00For
QUANTITATIVE MASTER SERIES LLC46,7110 00For
MASTER INVESTMENT PORTFOLIO13,6250 00For
Bridge Builder Trust12,9270 00For
Jackson National6,9910 00For
NORTHERN LIGHTS FUND TRUST II3,2790 00For
TRUST FOR PROFESSIONAL MANAGERS1,5260 00For
Allianz1,4650 00For
WILSHIRE MUTUAL FUNDS INC4000 00For
Harbor ETF Trust3850 00For

8. To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and…

No official matchDIRECTOR ELECTIONS

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 12 asset managers

Description as filed by funds: To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and one Class 3 director to serve for a one-year term, or until their respective successors are elected and qualified; Gary S. Olson

The 12 asset managers below reported 1,545,146 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 1,545,146
Largest asset managers voting on “To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year te” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,109,2690 00For
John Hancock214,3970 00For
EA Series Trust134,1710 00For
QUANTITATIVE MASTER SERIES LLC46,7110 00For
MASTER INVESTMENT PORTFOLIO13,6250 00For
Bridge Builder Trust12,9270 00For
Jackson National6,9910 00For
NORTHERN LIGHTS FUND TRUST II3,2790 00For
TRUST FOR PROFESSIONAL MANAGERS1,5260 00For
Allianz1,4650 00For
WILSHIRE MUTUAL FUNDS INC4000 00For
Harbor ETF Trust3850 00For

9. To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and…

No official matchDIRECTOR ELECTIONS

91% of fund votes cast · no official result

FOR
Details: description as filed, votes by 12 asset managers

Description as filed by funds: To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and one Class 3 director to serve for a one-year term, or until their respective successors are elected and qualified; Jeffrey S. Powell

The 12 asset managers below reported 1,410,975 for, 134,171 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 1,410,975AGAINST: 134,171
Largest asset managers voting on “To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year te” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,109,2690 00For
John Hancock214,3970 00For
EA Series Trust0134,171 00Against
QUANTITATIVE MASTER SERIES LLC46,7110 00For
MASTER INVESTMENT PORTFOLIO13,6250 00For
Bridge Builder Trust12,9270 00For
Jackson National6,9910 00For
NORTHERN LIGHTS FUND TRUST II3,2790 00For
TRUST FOR PROFESSIONAL MANAGERS1,5260 00For
Allianz1,4650 00For
WILSHIRE MUTUAL FUNDS INC4000 00For
Harbor ETF Trust3850 00For

10. To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and…

No official matchDIRECTOR ELECTIONS

91% of fund votes cast · no official result

FOR
Details: description as filed, votes by 12 asset managers

Description as filed by funds: To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and one Class 3 director to serve for a one-year term, or until their respective successors are elected and qualified; Peter C. Varischetti

The 12 asset managers below reported 1,410,975 for, 134,171 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 1,410,975AGAINST: 134,171
Largest asset managers voting on “To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year te” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,109,2690 00For
John Hancock214,3970 00For
EA Series Trust0134,171 00Against
QUANTITATIVE MASTER SERIES LLC46,7110 00For
MASTER INVESTMENT PORTFOLIO13,6250 00For
Bridge Builder Trust12,9270 00For
Jackson National6,9910 00For
NORTHERN LIGHTS FUND TRUST II3,2790 00For
TRUST FOR PROFESSIONAL MANAGERS1,5260 00For
Allianz1,4650 00For
WILSHIRE MUTUAL FUNDS INC4000 00For
Harbor ETF Trust3850 00For

11. To vote, on a non-binding advisory basis, on the compensation paid to CNB Financial Corporation's Named Executive…

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 3 wordings of this item as funds reported it.

99.6% Fund and manager reports combined; may count the same shares twice · no official result

FOR
Details: description as filed, votes by 196 asset managers

Description as filed by funds: To vote, on a non-binding advisory basis, on the compensation paid to CNB Financial Corporation's Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, compensation tables, and related narrative executive compensation disclosures contained in the Proxy Statement.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 59 asset managers voting on “To vote, on a non-binding advisory basis, on the compensation paid to CNB Financial Corporation's Named Execut” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,473,8460 00For
BlackRock1,109,2690 00For
Fidelity683,7990 00For
American Century568,9930 00For
Dimensional481,9090 00For
Columbia Threadneedle320,7010 00For
Charles Schwab245,9570 00For
John Hancock214,3970 00For
Royce160,9460 00For
EA Series Trust134,1710 00For
JPMorgan120,1050 00For
TIAA118,1570 00For
BRIDGEWAY FUNDS INC102,5050 00For
SEI97,8150 00For
WisdomTree66,6830 00For
Equitable62,4560 00For
QUANTITATIVE MASTER SERIES LLC46,7110 00For
Lincoln Financial46,0500 00For
HOTCHKIS & WILEY FUNDS /DE/44,1000 00For
Brighthouse30,7980 00For
AIG/SunAmerica29,7650 00For
Principal28,6570 00For
FORUM FUNDS27,5510 00For
Invesco22,4900 00For
Prudential/PGIM22,4720 00For

Fund voting reports, all 59 managers: 6,471,042 for. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 157 asset managers voting on “To vote, on a non-binding advisory basis, on the compensation paid to CNB Financial Corporation's Named Execut” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Wellington2,258,0520 00For
Davis Asset Management, L.P.950,0000 00For
BlackRock850,3870 00For
GEODE CAPITAL MANAGEMENT, LLC784,5050 00For
American Century595,2030 00For
MALTESE CAPITAL MANAGEMENT LLC497,0000 00For
Stieven Capital Advisors, L.P.458,6730 00For
TI-TRUST, INC267,25625,319 00Mixed
CNB Bank182,6930 98,4690Mixed
Charles Schwab246,1170 00For
John Hancock230,4820 00For
Vanguard216,7920 00For
Northern Trust205,4740 00For
Fourthstone LLC175,3680 00For
Renaissance166,2750 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC159,0350 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP154,0410 00For
Dimensional151,4330 00For
AllianceBernstein138,8260 00For
Nuveen120,6970 00For
WEALTH ENHANCEMENT ADVISORY SERVICES, LLC118,3510 00For
MELLON INVESTMENTS Corp107,2590 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC102,8460 00For
Siena Capital Partners GP, LLC100,0000 00For
SEI98,5260 00For

Institutional-manager reports, all 157 managers: 10,359,280 for, 51,190 against, 98,469 abstained, 5,845 1 year. Showing the 25 largest; see all in the interactive database.

12. To vote, on a non-binding advisory basis, on the frequency of the advisory vote to approve the compensation of CNB…

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 5 wordings of this item as funds reported it.

100% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR
Details: description as filed, votes by 195 asset managers

Description as filed by funds: To vote, on a non-binding advisory basis, on the frequency of the advisory vote to approve the compensation of CNB Financial Corporation's Named Executive Officers;

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 59 asset managers voting on “To vote, on a non-binding advisory basis, on the frequency of the advisory vote to approve the compensation of” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard00 00--
BlackRock00 00--
Fidelity00 00--
American Century00 00--
Dimensional00 00--
Columbia Threadneedle00 00--
Charles Schwab00 00--
John Hancock00 00--
Royce00 00--
EA Series Trust00 00--
JPMorgan00 00--
TIAA00 00--
BRIDGEWAY FUNDS INC00 00--
SEI00 00--
WisdomTree00 00--
Equitable00 00--
QUANTITATIVE MASTER SERIES LLC00 00--
Lincoln Financial13,2610 00For
HOTCHKIS & WILEY FUNDS /DE/00 00--
Brighthouse28,4870 00For
AIG/SunAmerica00 00--
Principal00 00--
FORUM FUNDS00 00--
Invesco00 00--
Prudential/PGIM00 00--

Fund voting reports, all 59 managers: 41,748 for, 5,925,256 1 year, 502,290 3 year, 1,748 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 156 asset managers voting on “To vote, on a non-binding advisory basis, on the frequency of the advisory vote to approve the compensation of” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Wellington00 00--
BlackRock00 00--
GEODE CAPITAL MANAGEMENT, LLC00 00--
American Century00 00--
MALTESE CAPITAL MANAGEMENT LLC00 00--
Stieven Capital Advisors, L.P.00 00--
TI-TRUST, INC00 12,4310Abstain
CNB Bank00 98,4690Abstain
Charles Schwab00 00--
John Hancock00 00--
Vanguard00 00--
Northern Trust00 00--
Fourthstone LLC00 00--
Renaissance00 00--
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC00 00--
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP00 00--
Dimensional00 00--
AllianceBernstein00 00--
Nuveen00 00--
WEALTH ENHANCEMENT ADVISORY SERVICES, LLC00 00--
MELLON INVESTMENTS Corp00 00--
BRIDGEWAY CAPITAL MANAGEMENT, LLC00 00--
Siena Capital Partners GP, LLC00 00--
SEI00 00--
STIFEL NICOLAUS & CO INC \MO\00 00--

Institutional-manager reports, all 156 managers: 5,845 for, 110,900 abstained, 9,224,444 1 year, 153,179 3 year, 70,416 2 year. Showing the 25 largest; see all in the interactive database.

13. Advisory Vote on Say on Pay Frequency

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

100% Fund and manager reports combined; may count the same shares twice · no official result

FOR
Details: votes by 4 asset managers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 1 asset manager voting on “Advisory Vote on Say on Pay Frequency” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower00 00--

Fund voting reports, all 1 managers: 11,200 1 year.

Institutional-manager reports: 3 asset managers voting on “Advisory Vote on Say on Pay Frequency” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
GLOBEFLEX CAPITAL L P147,1740 00For
TD Waterhouse Canada Inc.00 00--
Hanson & Doremus Investment Management1000 00For

Institutional-manager reports, all 3 managers: 147,274 for, 3,825 1 year.

14. Advisory Vote to Ratify Named Executive Officers' Compensation

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

100% Fund and manager reports combined; may count the same shares twice · no official result

FOR
Details: votes by 4 asset managers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 1 asset manager voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower11,2000 00For

Fund voting reports, all 1 managers: 11,200 for.

Institutional-manager reports: 3 asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
GLOBEFLEX CAPITAL L P147,1740 00For
TD Waterhouse Canada Inc.3,8250 00For
Hanson & Doremus Investment Management1000 00For

Institutional-manager reports, all 3 managers: 151,099 for.

15. To Approve, By An Advisory Vote, The Compensation Of The Company's Named Executives

No official matchSECTION 14A SAY-ON-PAY VOTES

100% of fund votes cast · no official result

FOR
Details: votes by 2 asset managers

The 2 asset managers below reported 6 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6
Largest asset managers voting on “To Approve, By An Advisory Vote, The Compensation Of The Company's Named Executives” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Modern Wealth Management, LLC30 00For
Tandem Financial, LLC30 00For

16. TO RATIFY THE APPOINTMENT OF FORVIS MAZARS, LLP AS CNB FINANCIAL CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING…

No official matchAUDIT-RELATED

Combines 2 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 58 asset managers

Description as filed by funds: TO RATIFY THE APPOINTMENT OF FORVIS MAZARS, LLP AS CNB FINANCIAL CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026.

The 58 asset managers below reported 6,443,491 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,443,491
Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF FORVIS MAZARS, LLP AS CNB FINANCIAL CORPORATION'S INDEPENDENT REGISTERED PUBLIC A” at CNB Financial Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,473,8460 00For
BlackRock1,109,2690 00For
Fidelity683,7990 00For
American Century568,9930 00For
Dimensional481,9090 00For
Columbia Threadneedle320,7010 00For
Charles Schwab245,9570 00For
John Hancock214,3970 00For
Royce160,9460 00For
EA Series Trust134,1710 00For
JPMorgan120,1050 00For
TIAA118,1570 00For
BRIDGEWAY FUNDS INC102,5050 00For
SEI97,8150 00For
WisdomTree66,6830 00For
Equitable62,4560 00For
QUANTITATIVE MASTER SERIES LLC46,7110 00For
Lincoln Financial46,0500 00For
HOTCHKIS & WILEY FUNDS /DE/44,1000 00For
Brighthouse30,7980 00For
AIG/SunAmerica29,7650 00For
Principal28,6570 00For
Invesco22,4900 00For
Prudential/PGIM22,4720 00For
Northern Trust20,3770 00For

Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.

Largest CNB Financial Corporation shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 29,635,224 shares outstanding at the time of that meeting.

Fund voting reports: top CNB Financial Corporation shareholders by shares voted on “To vote, on a non-binding advisory basis, on the compensation paid to CNB Financial…”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 4.97%
2BlackRock 3.74%
3Fidelity 2.31%
4American Century 1.92%
5Dimensional 1.63%
6Columbia Threadneedle 1.08%
7Charles Schwab 0.83%
8John Hancock 0.72%
9Royce 0.54%
10EA Series Trust 0.45%
Institutional-manager reports: top CNB Financial Corporation shareholders by shares voted on “To vote, on a non-binding advisory basis, on the compensation paid to CNB Financial…”, 2025-2026
#Asset manager % of shares outstanding
1Wellington 7.62%
2Davis Asset Management, L.P. 3.21%
3BlackRock 2.87%
4GEODE CAPITAL MANAGEMENT, LLC 2.65%
5American Century 2.01%
6MALTESE CAPITAL MANAGEMENT LLC 1.68%
7Stieven Capital Advisors, L.P. 1.55%
8TI-TRUST, INC 0.99%
9CNB Bank 0.95%
10Charles Schwab 0.83%

Reported CNB Financial Corporation holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

CNB Financial Corporation holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
Wellington Management 8.48% 13F
BlackRock 7.05% 13F
Vanguard Group 5.64% 13F
Dimensional Fund Advisors 5.08% 13F
Geode Capital 2.72% 13F
State Street 2.08% 13F
JPMorgan Chase 0.93% 13F
Morgan Stanley 0.85% 13F
Northern Trust 0.83% 13F
Goldman Sachs 0.81% 13F

Percentages above are of 29,635,224 shares outstanding, as reported by CNB Financial Corporation on its Form 10-K dated March 11, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CNB Financial Corporation’s 10-K dated March 11, 2026. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At CNB Financial Corporation's shareholder meeting held April 21, 2026, in the 2025-2026 proxy season, 202 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,059 separate fund positions. Their filings are grouped here into 16 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. CNB Financial Corporation's own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — To vote, on a non-binding advisory basis, on the compensation paid to CNB Financial… — the reporting funds and managers cast 99.6% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.

CNB Financial Corporation proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.