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Middlefield Banc Corp. 2025-2026 Proxy Voting Records

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.

  • 3Ballot items
  • 113Asset managers
  • 371Fund votes
  • February 10, 2026Meeting date

Results at a glance

Meeting of February 10, 2026: 3 items on Middlefield Banc Corp.’s Form 8-K, filed February 10, 2026: 3 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: 2025-2026

Explore Middlefield Banc Corp. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Middlefield Banc Corp.

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.

Middlefield Banc Corp. — official shareholder meeting results, meeting held February 10, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
1. Merger Proposal 6,327,107366,618199,544 ---- 95%Approved—
2. Merger-Related Compensation Proposal 5,822,230863,747207,297 ---- 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: 6,212,799511,020169,455 ---- 92%Approved—

Source: Middlefield Banc Corp., Form 8-K, filed with the SEC on February 10, 2026 — read the filing on EDGAR.

How asset managers voted at the Middlefield Banc Corp. 2025-2026 meeting

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.

1. 1. Merger Proposal

Official resultFund totals may overlapEXTRAORDINARY TRANSACTIONSReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%
FOR: 6,327,107AGAINST: 366,618
Details: description as filed, official tally, votes by 40 asset managers

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).

Fund voting reports: 39 asset managers voting on “A proposal to adopt the Agreement and Plan of Merger, dated as of October 22, 2025 (as it may be amended, supp” at Middlefield Banc Corp., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard357,4220 00For
BlackRock276,8060 00For
Fidelity146,6490 00For
BRIDGEWAY FUNDS INC30,0000 00For
Charles Schwab21,4040 00For
EA Series Trust00 20,7750Abstain
Dimensional19,2550 00For
Equitable14,8830 00For
QUANTITATIVE MASTER SERIES LLC12,3580 00For
TIAA10,3480 00For
WisdomTree9,2630 00For
Lincoln Financial6,2000 00For
Goldman Sachs4,5290 00For
Global X3,5330 00For
Northern Trust3,4310 00For
Bridge Builder Trust3,4080 00For
AIG/SunAmerica3,1540 00For
Pacific Life2,8550 00For
Brighthouse2,6910 00For
Invesco2,3250 00For
John Hancock2,3080 00For
NORTHERN LIGHTS FUND TRUST II2,1790 00For
Voya1,9090 00For
ProShares1,5180 00For
Nationwide1,2980 00For

Fund voting reports, all 39 managers: 946,119 for, 20,775 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 1 asset manager voting on “A proposal to adopt the Agreement and Plan of Merger, dated as of October 22, 2025 (as it may be amended, supp” at Middlefield Banc Corp., 2025-2026
Asset managerForAgainst AbstainWithheldVote
UNITED CAPITAL FINANCIAL ADVISORS, LLC11,7000 00For

Institutional-manager reports, all 1 managers: 11,700 for.

2. Proposal 3: approved, the adjournment of the special meeting was not necessary because the Company's shareholders…

Official resultCORPORATE GOVERNANCEReported outcome: Approved

92% Approved · of votes cast

FOR 92%
FOR: 6,212,799AGAINST: 511,020
Details: description as filed, official tally, votes by 39 asset managers

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.

FOR
FOR: 939,553AGAINST: 27,341
Largest asset managers voting on “A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE MIDDLEFIELD SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLI” at Middlefield Banc Corp., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard357,4220 00For
BlackRock276,8060 00For
Fidelity146,6490 00For
BRIDGEWAY FUNDS INC30,0000 00For
Charles Schwab21,4040 00For
EA Series Trust020,775 00Against
Dimensional19,2550 00For
Equitable14,8830 00For
QUANTITATIVE MASTER SERIES LLC12,3580 00For
TIAA10,3480 00For
WisdomTree9,2630 00For
Lincoln Financial6005,600 00Mixed
Goldman Sachs4,5290 00For
Global X3,5330 00For
Northern Trust3,4310 00For
Bridge Builder Trust3,4080 00For
AIG/SunAmerica3,1540 00For
Pacific Life2,8550 00For
Brighthouse2,6910 00For
Invesco2,3250 00For
John Hancock2,3080 00For
NORTHERN LIGHTS FUND TRUST II2,1790 00For
Voya1,9090 00For
ProShares1,5180 00For
Nationwide1,2980 00For

Showing the 25 largest of 39 asset managers. See all 39 in the interactive database.

3. 2. Merger-Related Compensation Proposal

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

87% Approved · of votes cast

FOR 87%
FOR: 5,822,230AGAINST: 863,747
Details: description as filed, official tally, votes by 113 asset managers

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).

Fund voting reports: 39 asset managers voting on “A PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE MERGER-RELATED CONSIDERATION TO BE RECEIVED BY ” at Middlefield Banc Corp., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard357,4220 00For
BlackRock276,8060 00For
Fidelity146,6490 00For
BRIDGEWAY FUNDS INC30,0000 00For
Charles Schwab21,4040 00For
EA Series Trust020,775 00Against
Dimensional19,2550 00For
Equitable13,5831,300 00Mixed
QUANTITATIVE MASTER SERIES LLC12,3580 00For
TIAA010,348 00Against
WisdomTree9,2630 00For
Lincoln Financial6,2000 00For
Goldman Sachs4,5290 00For
Global X3,5330 00For
Northern Trust3,4310 00For
Bridge Builder Trust3,4080 00For
AIG/SunAmerica3,1540 00For
Pacific Life2,8550 00For
Brighthouse2,6910 00For
Invesco2,3250 00For
John Hancock2,3080 00For
NORTHERN LIGHTS FUND TRUST II2,1790 00For
Voya01,909 00Against
ProShares1,5180 00For
Nationwide1,2980 00For

Fund voting reports, all 39 managers: 931,913 for, 34,981 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 88 asset managers voting on “A PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE MERGER-RELATED CONSIDERATION TO BE RECEIVED BY ” at Middlefield Banc Corp., 2025-2026
Asset managerForAgainst AbstainWithheldVote
GEODE CAPITAL MANAGEMENT, LLC167,5490 00For
BlackRock163,9490 00For
AllianceBernstein0105,445 00Against
GARDNER LEWIS ASSET MANAGEMENT L P81,0630 00For
GLAZER CAPITAL, LLC51,4160 00For
Vanguard50,2090 00For
Northern Trust45,8210 00For
Renaissance33,6500 00For
HUNTINGTON NATIONAL BANK33,3090 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC30,0000 00For
MELLON INVESTMENTS Corp24,3950 00For
Citadel21,7420 00For
Charles Schwab21,4240 00For
Dimensional15,9630 00For
Ancora Advisors LLC12,9700 00For
Nuveen012,437 00Against
UNITED CAPITAL FINANCIAL ADVISORS, LLC11,7000 00For
T. Rowe Price8,8700 00For
WELLS FARGO CLEARING SERVICES, LLC08,243 00Against
Clearstead Advisors, LLC7,5700 00For
YHB Investment Advisors, Inc.6,6660 00For
REGENTS OF THE UNIVERSITY OF CALIFORNIA5,9000 00For
Invesco5,5710 00For
NEW YORK STATE COMMON RETIREMENT FUND03,766 00Against
WASHINGTON STATE INVESTMENT BOARD3,4560 00For

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.

Largest Middlefield Banc Corp. 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 8,086,886 shares outstanding at the time of that meeting.

Fund voting reports: top Middlefield Banc Corp. shareholders by shares voted on “A PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE MERGER-RELATED CONSIDERATION TO…”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 4.42%
2BlackRock 3.42%
3Fidelity 1.81%
4BRIDGEWAY FUNDS INC 0.37%
5Charles Schwab 0.26%
6EA Series Trust 0.26%
7Dimensional 0.24%
8Equitable 0.18%
9QUANTITATIVE MASTER SERIES LLC 0.15%
10TIAA 0.13%
Institutional-manager reports: top Middlefield Banc Corp. shareholders by shares voted on “A PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE MERGER-RELATED CONSIDERATION TO…”, 2025-2026
#Asset manager % of shares outstanding
1GEODE CAPITAL MANAGEMENT, LLC 2.07%
2BlackRock 2.03%
3AllianceBernstein 1.30%
4GARDNER LEWIS ASSET MANAGEMENT L P 1.00%
5GLAZER CAPITAL, LLC 0.64%
6Vanguard 0.62%
7Northern Trust 0.57%
8Renaissance 0.42%
9HUNTINGTON NATIONAL BANK 0.41%
10BRIDGEWAY CAPITAL MANAGEMENT, LLC 0.37%

Reported Middlefield Banc Corp. 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.

Middlefield Banc Corp. holdings and ownership disclosed for the 2025-2026 proxy season
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.

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 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.