UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  i May 3, 2022

 

 i NORWOOD FINANCIAL CORP

(Exact name of registrant as specified in its charter)

 

 

i Pennsylvania		i 0-28364		i 23-2828306
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

i 717 Main Street,  i Honesdale,  i Pennsylvania		i 18431
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  i (570)  i 253-1455

Not Applicable

(Former name or former address, if changed since last report)

 

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:

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
i Common Stock, par value $0.10 per share		i NWFL		i The Nasdaq Stock Market LLC

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).

Emerging growth company   i ☐

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.  ☐

 

 

 

NORWOOD FINANCIAL CORP

INFORMATION TO BE INCLUDED IN THE REPORT

Section 5 – Corporate Governance and Management

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)    On May 3, 2022, Norwood Financial Corp (the “Company”) issued a press release announcing that (i) Lewis J. Critelli will retire as President and Chief Executive Officer of the Company and Wayne Bank (the “Bank”), effective as of May 9, 2022; and (ii) Mr. Critelli has been appointed Chairman of the Board of the Company and the Bank. A copy of the press release is filed with this report as Exhibit 99.1 hereto and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits. The following exhibits are filed herewith:

 

Number		Description
99.1		Press Release dated May 3, 2022
104		Cover Page Interactive Data File (embedded within the Inline 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.

 

				NORWOOD FINANCIAL CORP
Date: May 3, 2022				By:		/s/ Lewis J. Critelli
						Lewis J. Critelli President and Chief Executive Officer (Duly Authorized Representative)