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Compiled from SEC Form N-PX filings and Norwood Financial Corp’s Form 8-K, filed May 4, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of April 28, 2026: 5 items on Norwood Financial Corp’s Form 8-K, filed May 4, 2026: 3 elected · 2 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 Norwood Financial Corp in the interactive database Compare manager voting policies
These tallies are Norwood Financial Corp’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 4, 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 |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Kevin M. Lamont | 5,723,340 | -- | -- | 599,492 | 1,986,804 | 91% | Elected | — |
| Elect Director: Dr. Kenneth A. Phillips | 5,740,131 | -- | -- | 582,701 | 1,986,804 | 91% | Elected | — |
| Elect Director: Jeffrey S. Gifford | 6,201,415 | -- | -- | 121,417 | 1,986,804 | 98% | Elected | — |
| 2. The ratification of the appointment of S.R. Snodgrass, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026 | 7,956,697 | 51,063 | 301,876 | -- | -- | 99.3% | Approved | — |
| 3. The approval of a non-binding advisory resolution regarding the compensation of the Company's named executive officers | 5,282,802 | 802,735 | 237,295 | -- | 1,986,804 | 87% | Approved | — |
Source: Norwood Financial Corp, Form 8-K, filed with the SEC on May 4, 2026 — read the filing on EDGAR.
Each item below shows how the 121 asset managers that disclosed a Norwood Financial 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 3 wordings of this item as funds reported it.
91% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Kevin M. Lamont
Norwood Financial Corp’s own tally for this item (“Elect Director: Kevin M. Lamont”): 5,723,340 for, 599,492 withheld, per its Form 8-K filed May 4, 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: “The following individuals were elected to serve as a director of the Company each for a three-year term or until his successor is duly elected and qualified, by the following vote:”
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 44 asset managers below reported 1,537,411 for, 132,692 withheld, 1 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 470,957 | 0 | 1 | 306 | For |
| BlackRock | 379,742 | 0 | 0 | 0 | For |
| Fidelity | 202,021 | 0 | 0 | 0 | For |
| Total Return Securities Fund | 170,000 | 0 | 0 | 0 | For |
| John Hancock | 163,156 | 0 | 0 | 1,188 | For |
| Dimensional | 0 | 0 | 0 | 65,725 | Withhold |
| RBB FUND, INC. | 0 | 0 | 0 | 25,000 | Withhold |
| Charles Schwab | 24,667 | 0 | 0 | 0 | For |
| Nationwide | 17,706 | 0 | 0 | 0 | For |
| Equitable | 14,356 | 0 | 0 | 1,960 | Mixed |
| WisdomTree | 14,826 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 14,266 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 0 | 0 | 14,136 | Withhold |
| SEI | 0 | 0 | 0 | 13,169 | Withhold |
| BRIDGEWAY FUNDS INC | 10,276 | 0 | 0 | 0 | For |
| TIAA | 9,670 | 0 | 0 | 0 | For |
| Lincoln Financial | 5,500 | 0 | 0 | 1,386 | Mixed |
| AIG/SunAmerica | 5,039 | 0 | 0 | 0 | For |
| Invesco | 4,624 | 0 | 0 | 0 | For |
| Global X | 0 | 0 | 0 | 4,529 | Withhold |
| Bridge Builder Trust | 4,303 | 0 | 0 | 0 | For |
| Pacific Life | 4,004 | 0 | 0 | 0 | For |
| American Century | 3,953 | 0 | 0 | 0 | For |
| First Trust | 3,878 | 0 | 0 | 0 | For |
| Northern Trust | 3,181 | 0 | 0 | 0 | For |
Showing the 25 largest of 44 asset managers. See all 44 in the interactive database.
Combines 3 wordings of this item as funds reported it.
91% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Dr. Kenneth A. Phillips
Norwood Financial Corp’s own tally for this item (“Elect Director: Dr. Kenneth A. Phillips”): 5,740,131 for, 582,701 withheld, per its Form 8-K filed May 4, 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: “The following individuals were elected to serve as a director of the Company each for a three-year term or until his successor is duly elected and qualified, by the following vote:”
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 44 asset managers below reported 1,639,299 for, 30,804 withheld, 1 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 471,263 | 0 | 1 | 0 | For |
| BlackRock | 379,742 | 0 | 0 | 0 | For |
| Fidelity | 202,021 | 0 | 0 | 0 | For |
| Total Return Securities Fund | 170,000 | 0 | 0 | 0 | For |
| John Hancock | 164,344 | 0 | 0 | 0 | For |
| Dimensional | 65,725 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 0 | 0 | 0 | 25,000 | Withhold |
| Charles Schwab | 24,667 | 0 | 0 | 0 | For |
| Nationwide | 17,706 | 0 | 0 | 0 | For |
| Equitable | 14,356 | 0 | 0 | 1,960 | Mixed |
| WisdomTree | 14,826 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 14,266 | 0 | 0 | 0 | For |
| Goldman Sachs | 14,136 | 0 | 0 | 0 | For |
| SEI | 13,169 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 10,276 | 0 | 0 | 0 | For |
| TIAA | 9,670 | 0 | 0 | 0 | For |
| Lincoln Financial | 6,886 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 5,039 | 0 | 0 | 0 | For |
| Invesco | 4,624 | 0 | 0 | 0 | For |
| Global X | 4,529 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,303 | 0 | 0 | 0 | For |
| Pacific Life | 4,004 | 0 | 0 | 0 | For |
| American Century | 3,953 | 0 | 0 | 0 | For |
| First Trust | 3,878 | 0 | 0 | 0 | For |
| Northern Trust | 0 | 0 | 0 | 3,181 | Withhold |
Showing the 25 largest of 44 asset managers. See all 44 in the interactive database.
Combines 3 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Jeffrey S. Gifford
Norwood Financial Corp’s own tally for this item (“Elect Director: Jeffrey S. Gifford”): 6,201,415 for, 121,417 withheld, per its Form 8-K filed May 4, 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: “The following individuals were elected to serve as a director of the Company each for a three-year term or until his successor is duly elected and qualified, by the following vote:”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 44 asset managers below reported 1,641,822 for, 28,282 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 470,607 | 0 | 0 | 657 | For |
| BlackRock | 379,742 | 0 | 0 | 0 | For |
| Fidelity | 202,021 | 0 | 0 | 0 | For |
| Total Return Securities Fund | 170,000 | 0 | 0 | 0 | For |
| John Hancock | 164,344 | 0 | 0 | 0 | For |
| Dimensional | 65,725 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 0 | 0 | 0 | 25,000 | Withhold |
| Charles Schwab | 24,667 | 0 | 0 | 0 | For |
| Nationwide | 17,706 | 0 | 0 | 0 | For |
| Equitable | 14,356 | 0 | 0 | 1,960 | Mixed |
| WisdomTree | 14,826 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 14,266 | 0 | 0 | 0 | For |
| Goldman Sachs | 14,136 | 0 | 0 | 0 | For |
| SEI | 13,169 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 10,276 | 0 | 0 | 0 | For |
| TIAA | 9,670 | 0 | 0 | 0 | For |
| Lincoln Financial | 6,886 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 5,039 | 0 | 0 | 0 | For |
| Invesco | 4,624 | 0 | 0 | 0 | For |
| Global X | 4,529 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,303 | 0 | 0 | 0 | For |
| Pacific Life | 4,004 | 0 | 0 | 0 | For |
| American Century | 3,953 | 0 | 0 | 0 | For |
| First Trust | 3,878 | 0 | 0 | 0 | For |
| Northern Trust | 3,181 | 0 | 0 | 0 | For |
Showing the 25 largest of 44 asset managers. See all 44 in the interactive database.
Combines 4 wordings of this item as funds reported it.
87% Approved · of votes cast
Description as filed by funds: To consider and approve a non-binding advisory resolution regarding the compensation of the Company's named executive officers.
Norwood Financial Corp’s own tally for this item (“3. The approval of a non-binding advisory resolution regarding the compensation of the Company's named executive officers”): 5,282,802 for, 802,735 against — passed, per its Form 8-K filed May 4, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposals 1, 2 and 3 were approved by the Company's stockholders.”
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 | 471,262 | 1 | 0 | 0 | For |
| BlackRock | 379,742 | 0 | 0 | 0 | For |
| Fidelity | 202,021 | 0 | 0 | 0 | For |
| Total Return Securities Fund | 0 | 0 | 170,000 | 0 | Abstain |
| John Hancock | 164,344 | 0 | 0 | 0 | For |
| Dimensional | 65,725 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 25,000 | 0 | 0 | 0 | For |
| Charles Schwab | 24,667 | 0 | 0 | 0 | For |
| Nationwide | 2,332 | 15,374 | 0 | 0 | Mixed |
| Equitable | 16,316 | 0 | 0 | 0 | For |
| WisdomTree | 14,826 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 14,266 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 14,136 | 0 | 0 | Against |
| SEI | 13,169 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 0 | 10,276 | 0 | 0 | Against |
| TIAA | 9,670 | 0 | 0 | 0 | For |
| Lincoln Financial | 6,886 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 5,039 | 0 | 0 | 0 | For |
| Invesco | 4,624 | 0 | 0 | 0 | For |
| Global X | 4,529 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,303 | 0 | 0 | 0 | For |
| Pacific Life | 4,004 | 0 | 0 | 0 | For |
| American Century | 3,953 | 0 | 0 | 0 | For |
| First Trust | 3,878 | 0 | 0 | 0 | For |
| Northern Trust | 3,181 | 0 | 0 | 0 | For |
Fund voting reports, all 44 managers: 1,459,707 for, 40,396 against, 170,000 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Wellington | 438,579 | 0 | 0 | 0 | For |
| BlackRock | 239,289 | 275 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 237,530 | 0 | 0 | 0 | For |
| John Hancock | 175,164 | 0 | 0 | 0 | For |
| Vanguard | 65,262 | 0 | 0 | 0 | For |
| Northern Trust | 65,173 | 0 | 0 | 0 | For |
| SEGALL BRYANT & HAMILL, LLC | 55,755 | 0 | 0 | 0 | For |
| MARSHALL WACE, LLP | 32,506 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 32,469 | 0 | 0 | 0 | For |
| GARDNER RUSSO & QUINN LLC | 32,251 | 0 | 0 | 0 | For |
| Charles Schwab | 24,677 | 0 | 0 | 0 | For |
| Renaissance | 24,410 | 0 | 0 | 0 | For |
| Dimensional | 24,006 | 0 | 0 | 0 | For |
| Connor, Clark & Lunn Investment Management Ltd. | 23,259 | 0 | 0 | 0 | For |
| BAILARD, INC. | 0 | 15,374 | 0 | 0 | Against |
| T. Rowe Price | 14,154 | 0 | 0 | 0 | For |
| SEI | 13,184 | 0 | 0 | 0 | For |
| Nuveen | 12,956 | 0 | 0 | 0 | For |
| STIFEL NICOLAUS & CO INC \MO\ | 12,281 | 0 | 0 | 0 | For |
| PNC BANK, NATIONAL ASSOCIATION | 11,941 | 0 | 0 | 0 | For |
| AQR | 11,432 | 0 | 0 | 0 | For |
| BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0 | 10,276 | 0 | 0 | Against |
| LOS ANGELES CAPITAL MANAGEMENT LLC | 9,582 | 0 | 0 | 0 | For |
| De Lisle Partners LLP | 8,814 | 0 | 0 | 0 | For |
| Invesco | 7,676 | 0 | 0 | 0 | For |
Institutional-manager reports, all 92 managers: 1,670,918 for, 41,054 against. Showing the 25 largest; see all in the interactive database.
99.3% Approved · of votes cast
Description as filed by funds: To ratify the appointment of S.R. Snodgrass, P.C. as our independent auditors for the fiscal year ending December 31, 2026.
Norwood Financial Corp’s own tally for this item (“2. The ratification of the appointment of S.R. Snodgrass, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026”): 7,956,697 for, 51,063 against — passed, per its Form 8-K filed May 4, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposals 1, 2 and 3 were approved by the Company's stockholders.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 44 asset managers below reported 1,670,103 for, 1 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 471,263 | 0 | 1 | 0 | For |
| BlackRock | 379,742 | 0 | 0 | 0 | For |
| Fidelity | 202,021 | 0 | 0 | 0 | For |
| Total Return Securities Fund | 170,000 | 0 | 0 | 0 | For |
| John Hancock | 164,344 | 0 | 0 | 0 | For |
| Dimensional | 65,725 | 0 | 0 | 0 | For |
| RBB FUND, INC. | 25,000 | 0 | 0 | 0 | For |
| Charles Schwab | 24,667 | 0 | 0 | 0 | For |
| Nationwide | 17,706 | 0 | 0 | 0 | For |
| Equitable | 16,316 | 0 | 0 | 0 | For |
| WisdomTree | 14,826 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 14,266 | 0 | 0 | 0 | For |
| Goldman Sachs | 14,136 | 0 | 0 | 0 | For |
| SEI | 13,169 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 10,276 | 0 | 0 | 0 | For |
| TIAA | 9,670 | 0 | 0 | 0 | For |
| Lincoln Financial | 6,886 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 5,039 | 0 | 0 | 0 | For |
| Invesco | 4,624 | 0 | 0 | 0 | For |
| Global X | 4,529 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,303 | 0 | 0 | 0 | For |
| Pacific Life | 4,004 | 0 | 0 | 0 | For |
| American Century | 3,953 | 0 | 0 | 0 | For |
| First Trust | 3,878 | 0 | 0 | 0 | For |
| Northern Trust | 3,181 | 0 | 0 | 0 | For |
Showing the 25 largest of 44 asset managers. See all 44 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 10,889,603 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 4.33% |
| 2 | BlackRock | 3.49% |
| 3 | Fidelity | 1.86% |
| 4 | Total Return Securities Fund | 1.56% |
| 5 | John Hancock | 1.51% |
| 6 | Dimensional | 0.60% |
| 7 | RBB FUND, INC. | 0.23% |
| 8 | Charles Schwab | 0.23% |
| 9 | Nationwide | 0.16% |
| 10 | Equitable | 0.15% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Wellington | 4.03% |
| 2 | BlackRock | 2.20% |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 2.18% |
| 4 | John Hancock | 1.61% |
| 5 | Vanguard | 0.60% |
| 6 | Northern Trust | 0.60% |
| 7 | SEGALL BRYANT & HAMILL, LLC | 0.51% |
| 8 | MARSHALL WACE, LLP | 0.30% |
| 9 | MELLON INVESTMENTS Corp | 0.30% |
| 10 | GARDNER RUSSO & QUINN LLC | 0.30% |
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 |
|---|---|---|
| Wellington Management | 6.89% | 13F |
| BlackRock | 6.07% | 13F |
| Bay Pond Partners, L.P. | 4.23% | 13G |
| Vanguard Group | 4.12% | 13F |
| Geode Capital | 2.18% | 13F |
| Dimensional Fund Advisors | 1.43% | 13F |
| State Street | 1.30% | 13F |
| Northern Trust | 0.73% | 13F |
| Renaissance Technologies | 0.60% | 13F |
| BNY Mellon | 0.35% | 13F |
Percentages above are of 10,889,603 shares outstanding, as reported by Norwood Financial Corp on its Form 10-K dated March 1, 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.
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 Norwood Financial Corp’s 10-K dated March 1, 2026. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At Norwood Financial Corp's shareholder meeting held April 28, 2026, in the 2025-2026 proxy season, 121 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 689 separate fund positions. On the most widely held item on that ballot — To consider and approve a non-binding advisory resolution regarding the compensation of the… — Norwood Financial 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: Norwood Financial Corp's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 4, 2026.
Norwood Financial Corp proxy season coverage: 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.