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Compiled from SEC Form N-PX filings and Middlefield Banc Corp.’s Form 8-K, filed February 10, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of February 10, 2026: 3 items on Middlefield Banc Corp.’s Form 8-K, filed February 10, 2026: 3 approved.
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: 2025-2026
Explore Middlefield Banc Corp. in the interactive database Compare manager voting policies
These tallies are Middlefield Banc Corp.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed February 10, 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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| 1. Merger Proposal | 6,327,107 | 366,618 | 199,544 | -- | -- | 95% | Approved | — |
| 2. Merger-Related Compensation Proposal | 5,822,230 | 863,747 | 207,297 | -- | -- | 87% | Approved | — |
| Proposal 3: approved, the adjournment of the special meeting was not necessary because the Company's shareholders approved Proposal 1. The following is a tabulation of the voting results for Proposal 3: | 6,212,799 | 511,020 | 169,455 | -- | -- | 92% | Approved | — |
Source: Middlefield Banc Corp., Form 8-K, filed with the SEC on February 10, 2026 — read the filing on EDGAR.
Each item below shows how the 113 asset managers that disclosed a Middlefield Banc Corp. 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.
Combines 4 wordings of this item as funds reported it.
95% Approved · of votes cast
Description as filed by funds: A proposal to adopt the Agreement and Plan of Merger, dated as of October 22, 2025 (as it may be amended, supplemented or modified from time to time, the "Merger Agreement"), by and between Farmers National Banc Corp. ("Farmers") and Middlefield providing for the merger of Middlefield with and into Farmers, with Farmers as the surviving entity (the "Merger"), as more fully described in the joint proxy statement/prospectus.
Middlefield Banc Corp.’s own tally for this item (“1. Merger Proposal”): 6,327,107 for, 366,618 against — passed, per its Form 8-K filed February 10, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The results of the shareholder vote on each of the three proposals were as follows: Proposal 1 - Merger Proposal The Company's shareholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of October 22, 2025, by and between Farmers and the Company, providing for the merger…”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 357,422 | 0 | 0 | 0 | For |
| BlackRock | 276,806 | 0 | 0 | 0 | For |
| Fidelity | 146,649 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 30,000 | 0 | 0 | 0 | For |
| Charles Schwab | 21,404 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 0 | 20,775 | 0 | Abstain |
| Dimensional | 19,255 | 0 | 0 | 0 | For |
| Equitable | 14,883 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 12,358 | 0 | 0 | 0 | For |
| TIAA | 10,348 | 0 | 0 | 0 | For |
| WisdomTree | 9,263 | 0 | 0 | 0 | For |
| Lincoln Financial | 6,200 | 0 | 0 | 0 | For |
| Goldman Sachs | 4,529 | 0 | 0 | 0 | For |
| Global X | 3,533 | 0 | 0 | 0 | For |
| Northern Trust | 3,431 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 3,408 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 3,154 | 0 | 0 | 0 | For |
| Pacific Life | 2,855 | 0 | 0 | 0 | For |
| Brighthouse | 2,691 | 0 | 0 | 0 | For |
| Invesco | 2,325 | 0 | 0 | 0 | For |
| John Hancock | 2,308 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 2,179 | 0 | 0 | 0 | For |
| Voya | 1,909 | 0 | 0 | 0 | For |
| ProShares | 1,518 | 0 | 0 | 0 | For |
| Nationwide | 1,298 | 0 | 0 | 0 | For |
Fund voting reports, all 39 managers: 946,119 for, 20,775 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| UNITED CAPITAL FINANCIAL ADVISORS, LLC | 11,700 | 0 | 0 | 0 | For |
Institutional-manager reports, all 1 managers: 11,700 for.
92% Approved · of votes cast
Description as filed by funds: A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE MIDDLEFIELD SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE MIDDLEFIELD SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.
Middlefield Banc Corp.’s own tally for this item (“Proposal 3: approved, the adjournment of the special meeting was not necessary because the Company's shareholders approved Proposal 1. The following is a tabulation of the voting results for Proposal 3:”): 6,212,799 for, 511,020 against — passed, per its Form 8-K filed February 10, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 3 - Adjournment Proposal The Company's shareholders approved a proposal to adjourn the special meeting if adjournment is necessary to allow solicitation of additional proxies if there are insufficient votes to adopt the Merger Agreement.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 39 asset managers below reported 939,553 for, 27,341 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 357,422 | 0 | 0 | 0 | For |
| BlackRock | 276,806 | 0 | 0 | 0 | For |
| Fidelity | 146,649 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 30,000 | 0 | 0 | 0 | For |
| Charles Schwab | 21,404 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 20,775 | 0 | 0 | Against |
| Dimensional | 19,255 | 0 | 0 | 0 | For |
| Equitable | 14,883 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 12,358 | 0 | 0 | 0 | For |
| TIAA | 10,348 | 0 | 0 | 0 | For |
| WisdomTree | 9,263 | 0 | 0 | 0 | For |
| Lincoln Financial | 600 | 5,600 | 0 | 0 | Mixed |
| Goldman Sachs | 4,529 | 0 | 0 | 0 | For |
| Global X | 3,533 | 0 | 0 | 0 | For |
| Northern Trust | 3,431 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 3,408 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 3,154 | 0 | 0 | 0 | For |
| Pacific Life | 2,855 | 0 | 0 | 0 | For |
| Brighthouse | 2,691 | 0 | 0 | 0 | For |
| Invesco | 2,325 | 0 | 0 | 0 | For |
| John Hancock | 2,308 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 2,179 | 0 | 0 | 0 | For |
| Voya | 1,909 | 0 | 0 | 0 | For |
| ProShares | 1,518 | 0 | 0 | 0 | For |
| Nationwide | 1,298 | 0 | 0 | 0 | For |
Showing the 25 largest of 39 asset managers. See all 39 in the interactive database.
Combines 3 wordings of this item as funds reported it.
87% Approved · of votes cast
Description as filed by funds: A PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE MERGER-RELATED CONSIDERATION TO BE RECEIVED BY THE NAMED EXECUTIVE OFFICERS OF MIDDLEFIELD IN CONNECTION WITH THE MERGER.
Middlefield Banc Corp.’s own tally for this item (“2. Merger-Related Compensation Proposal”): 5,822,230 for, 863,747 against — passed, per its Form 8-K filed February 10, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 2 - Merger-Related Compensation Proposal The Company's shareholders approved a proposal to approve, on an advisory (non-binding) basis, the merger-related consideration to be received by the named executive officers of Middlefield Banc Corp. in connection with the merger.”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 357,422 | 0 | 0 | 0 | For |
| BlackRock | 276,806 | 0 | 0 | 0 | For |
| Fidelity | 146,649 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 30,000 | 0 | 0 | 0 | For |
| Charles Schwab | 21,404 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 20,775 | 0 | 0 | Against |
| Dimensional | 19,255 | 0 | 0 | 0 | For |
| Equitable | 13,583 | 1,300 | 0 | 0 | Mixed |
| QUANTITATIVE MASTER SERIES LLC | 12,358 | 0 | 0 | 0 | For |
| TIAA | 0 | 10,348 | 0 | 0 | Against |
| WisdomTree | 9,263 | 0 | 0 | 0 | For |
| Lincoln Financial | 6,200 | 0 | 0 | 0 | For |
| Goldman Sachs | 4,529 | 0 | 0 | 0 | For |
| Global X | 3,533 | 0 | 0 | 0 | For |
| Northern Trust | 3,431 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 3,408 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 3,154 | 0 | 0 | 0 | For |
| Pacific Life | 2,855 | 0 | 0 | 0 | For |
| Brighthouse | 2,691 | 0 | 0 | 0 | For |
| Invesco | 2,325 | 0 | 0 | 0 | For |
| John Hancock | 2,308 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 2,179 | 0 | 0 | 0 | For |
| Voya | 0 | 1,909 | 0 | 0 | Against |
| ProShares | 1,518 | 0 | 0 | 0 | For |
| Nationwide | 1,298 | 0 | 0 | 0 | For |
Fund voting reports, all 39 managers: 931,913 for, 34,981 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| GEODE CAPITAL MANAGEMENT, LLC | 167,549 | 0 | 0 | 0 | For |
| BlackRock | 163,949 | 0 | 0 | 0 | For |
| AllianceBernstein | 0 | 105,445 | 0 | 0 | Against |
| GARDNER LEWIS ASSET MANAGEMENT L P | 81,063 | 0 | 0 | 0 | For |
| GLAZER CAPITAL, LLC | 51,416 | 0 | 0 | 0 | For |
| Vanguard | 50,209 | 0 | 0 | 0 | For |
| Northern Trust | 45,821 | 0 | 0 | 0 | For |
| Renaissance | 33,650 | 0 | 0 | 0 | For |
| HUNTINGTON NATIONAL BANK | 33,309 | 0 | 0 | 0 | For |
| BRIDGEWAY CAPITAL MANAGEMENT, LLC | 30,000 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 24,395 | 0 | 0 | 0 | For |
| Citadel | 21,742 | 0 | 0 | 0 | For |
| Charles Schwab | 21,424 | 0 | 0 | 0 | For |
| Dimensional | 15,963 | 0 | 0 | 0 | For |
| Ancora Advisors LLC | 12,970 | 0 | 0 | 0 | For |
| Nuveen | 0 | 12,437 | 0 | 0 | Against |
| UNITED CAPITAL FINANCIAL ADVISORS, LLC | 11,700 | 0 | 0 | 0 | For |
| T. Rowe Price | 8,870 | 0 | 0 | 0 | For |
| WELLS FARGO CLEARING SERVICES, LLC | 0 | 8,243 | 0 | 0 | Against |
| Clearstead Advisors, LLC | 7,570 | 0 | 0 | 0 | For |
| YHB Investment Advisors, Inc. | 6,666 | 0 | 0 | 0 | For |
| REGENTS OF THE UNIVERSITY OF CALIFORNIA | 5,900 | 0 | 0 | 0 | For |
| Invesco | 5,571 | 0 | 0 | 0 | For |
| NEW YORK STATE COMMON RETIREMENT FUND | 0 | 3,766 | 0 | 0 | Against |
| WASHINGTON STATE INVESTMENT BOARD | 3,456 | 0 | 0 | 0 | For |
Institutional-manager reports, all 88 managers: 838,408 for, 139,038 against, 2,499 not voted. Showing the 25 largest; see all in the interactive database.
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 8,086,886 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 4.42% |
| 2 | BlackRock | 3.42% |
| 3 | Fidelity | 1.81% |
| 4 | BRIDGEWAY FUNDS INC | 0.37% |
| 5 | Charles Schwab | 0.26% |
| 6 | EA Series Trust | 0.26% |
| 7 | Dimensional | 0.24% |
| 8 | Equitable | 0.18% |
| 9 | QUANTITATIVE MASTER SERIES LLC | 0.15% |
| 10 | TIAA | 0.13% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 2.07% |
| 2 | BlackRock | 2.03% |
| 3 | AllianceBernstein | 1.30% |
| 4 | GARDNER LEWIS ASSET MANAGEMENT L P | 1.00% |
| 5 | GLAZER CAPITAL, LLC | 0.64% |
| 6 | Vanguard | 0.62% |
| 7 | Northern Trust | 0.57% |
| 8 | Renaissance | 0.42% |
| 9 | HUNTINGTON NATIONAL BANK | 0.41% |
| 10 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.37% |
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.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Vanguard Group | 5.08% | 13F |
| Castle Creek Capital Partners VI, LP | 3.87% | 13D |
| Morgan Stanley | 0.25% | 13F |
Percentages above are of 8,086,886 shares outstanding, as reported by Middlefield Banc Corp. on its Form 10-Q dated November 13, 2025 (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.
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 Middlefield Banc Corp.’s 10-Q dated November 13, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At Middlefield Banc Corp.'s shareholder meeting held February 10, 2026, in the 2025-2026 proxy season, 113 asset managers reported how they voted on 3 ballot items in their SEC Form N-PX filings, covering 371 separate fund positions. On the most widely held item on that ballot — A PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE MERGER-RELATED CONSIDERATION TO… — Middlefield Banc Corp.'s filing reports the proposal as approved, with 87% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Middlefield Banc Corp.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on February 10, 2026.
Middlefield Banc Corp. proxy season coverage: 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.