<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[_] Definitive Proxy Statement RULE 14A-6(E)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
CNB Financial Corporation
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
CNB Financial Corporation
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies;
(2) Aggregate number of securities to which transaction applies;
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined);
(4) Proposed maximum aggregate value of transaction;
(5) Total fee paid;
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid;
(2) Form, Schedule or Registration Statement No.;
(3) Filing Party;
(4) Date Filed;
Notes:
<PAGE>
[LETTERHEAD OF CNB FINANCIAL CORPORATION APPEARS HERE]
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CNB
FINANCIAL CORPORATION will be held at the County National Bank, Corner of Market
and Second Streets, Clearfield, Pennsylvania on Tuesday, April 16, 1996, at 2:00
P.M. for the following purposes:
1. ELECTION OF DIRECTORS: The election of five Class 1 directors to serve
until the Annual Meeting in 1999 or until successors are elected and
qualified.
2. TRANSACTIONS OF OTHER BUSINESS: To transact such other business as may
properly come before the meeting or any adjournment thereof.
The Board of Directors has fixed March 1, 1996, as the record date for the
determination of shareholders entitled to notice and to vote at the meeting.
The annual report to shareholders for the year ended December 31, 1995,
which includes consolidated financial statements of The Corporation, is
enclosed.
YOU ARE URGED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING IN PERSON. PLEASE RETURN THE PROXY AS
PROMPTLY AS POSSIBLE. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR
PROXY AND VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors,
/s/ William A. Franson
William A. Franson
Secretary
Clearfield, Pennsylvania
March 22, 1996
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
TUESDAY, APRIL 16, 1996
CNB Financial Corporation ("The Corporation") is a Pennsylvania business
corporation and a bank holding company registered with the Federal Reserve
Board having its principal offices at County National Bank, Clearfield,
Pennsylvania 16830. The principal subsidiary of The Corporation is County
National Bank.
The enclosed proxy is being solicited by the Board of Directors of The
Corporation for use at the Annual Meeting of Shareholders to be held April 16,
1996. Solicitation of proxies may be made by mail, personal interviews and
telephone by officers and employees of The Corporation and its subsidiary. The
cost of management's proxy solicitation will be borne by The Corporation. The
date on which this proxy statement and the accompanying form of proxy was mailed
to shareholders was March 22, 1996.
The presence at the meeting in person or by proxy of the holders of a
majority of the shares of stock constitutes a quorum.
The enclosed proxy is revocable at any time prior to the actual voting of
such proxy, by the filing of an instrument revoking it, or a duly executed proxy
bearing a later date, with the Secretary of The Corporation. In the event your
proxy is mailed and you attend the meeting, you have the right to revoke your
proxy and cast your vote personally. All properly executed proxies delivered
pursuant to this solicitation will be voted at the meeting and in accordance
with instructions, if any. Unless otherwise directed, proxies will be voted in
favor of the election as directors of the nominees named under the caption,
"Election of Directors" as set forth in the Notice of meeting. The Board of
Directors is not aware of any other matters which will be presented for action
at the meeting, but the persons named in the proxies intend to vote or act
according to their discretion with respect to any other proposal which may be
presented for action.
The Board of Directors has fixed the close of business on March 1, 1996, as
the record date for determining shareholders entitled to notice of, and to vote
at, the meeting. The only securities of The Corporation entitled to vote at the
meeting consist of 1,722,834 shares of outstanding common stock.
In the election of directors, each shareholder or his duly authorized proxy,
will have the right to vote the number of shares owned by him for each of the
directors to be elected within each class or to cumulate such shares and give
one candidate as many votes as the number of directors to be elected within each
class multiplied by the number of his shares, or to distribute these votes among
as many candidates in such numbers as he deems fit. The affirmative vote of the
holders of the majority of the shares entitled to notice of, and to vote at, the
Annual Meeting is required for the approval of such other matters as may
properly come before the meeting.
As of March 1, 1996, there were 1,421 registered owners of the 1,722,834
outstanding shares of Corporation stock. To the knowledge of The Corporation,
no persons owned of record or beneficially on the record date more than five
percent (5%) of the outstanding common stock of The Corporation. At such record
date, all officers and directors of The Corporation as a group beneficially
owned 156,655 shares or 9.09% of the shares outstanding.
2
<PAGE>
1. ELECTION OF DIRECTORS
The By-Laws of The Corporation provide that the Board of Directors shall
consist of no more than twenty-four persons. The Board of Directors has acted to
fix the number of directors for the ensuing year at fifteen.
Directors are elected for three year terms with one-third of the total
normally elected each year. Of the persons named below, all of whom are members
of the present Board of Directors except Mr. Falger, five are nominated to serve
as Class 1 directors to hold office for a three year term expiring at the third
succeeding Annual Meeting (1999) or until successors have been duly elected and
have qualified. The persons named in the enclosed proxy will vote for the
election of the nominees named below unless authority is withheld. Each nominee
has consented to be named as a nominee and has agreed to serve if elected. If,
for any reason, any of the persons named below should become unavailable to
serve, an event which management does not anticipate, proxies will be voted for
the remaining nominees and such other person or persons as the Board of
Directors may designate.
A. NOMINEES: Class 1 directors for a three year term expiring at Annual
Shareholders Meeting in 1999.
<TABLE>
<CAPTION>
Shares Percent of
Business Experience Director Beneficially Beneficial Ownership
Name Age (Past Five Years) Since Owned(1)(2) if 1.00% or More
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William F. Falger 48 Executive Vice President 520(3) --
CNB Financial Corporation
President and Chief Executive Officer
County National Bank
James J. Leitzinger 57 President 10/4/83 26,326(3)(4)(5) 1.52%
Leitzinger Realty
(Real Estate Investments)
Jeffrey S. Powell 31 President 12/27/94 6,360(4) --
J.J. Powell, Inc.
(Petroleum Wholesaler-Retailer)
Peter F. Smith 41 Attorney at Law 9/12/89 5,400 --
L.E. Soult, Jr. 67 Vice President & Treasurer 1/10/67 53,012(4) 3.08%
Soult Wholesale Co.
(Building Material Wholesaler)
THE FOLLOWING CLASS 3 DIRECTORS TERMS EXPIRE AT THE TIME OF THE ANNUAL MEETING IN 1997.
Robert E. Brown 54 Vice President 2/15/83 4,216(3) --
E.M. Brown, Inc.
(Coal Producer)
James P. Moore 60 President and 4/13/82 4,502(3) --
Chief Executive Officer
CNB Financial Corporation
Chairman of the Board
County National Bank
Robert C. Penoyer 61 President 2/15/83 5,342(5) --
Penoyer Contracting Co., Inc.
(Contractor)
Edward B. Reighard 82 Retired 2/15/83 5,800(4)(5) --
Joseph L. Waroquier, Sr. 62 President 5/13/86 10,250(3) --
Waroquier Coal, Inc.
(Coal Producer)
THE FOLLOWING CLASS 2 DIRECTORS TERMS EXPIRE AT THE TIME OF THE ANNUAL MEETING IN 1998.
Richard D. Gathagan 54 President & Owner of 11/8/88 4,170 --
Pharmaceutical & Medical
Companies (Health Care)
Formerly Owner-Life Support
Products (Health Care)
Dennis L. Merrey 47 President, Clearfield 6/4/91 3,763(4)(5) --
Powdered Metals, Inc.
(Manufacturer)
William R. Owens 58 Retired, Formerly 2/15/83 9,000 --
V. Pres., Sec., and Treas.
CNB Financial Corporation
Formerly President and
Chief Executive Officer
County National Bank
</TABLE>
(Continued on following page)
3
<PAGE>
Carl J. Peterson 58 Assistant Secretary 1/28/92 5,510 (3)(4) --
CNB Financial Corporation
Senior Vice President
& Trust Officer
County National Bank
Robert G. Spencer 64 President 2/15/83 12,464 (4) --
Hepburnia Coal Sales Corp.
(Coal Producer)
(1) Information furnished by directors.
(2) The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission and include securities
as to which the individual has or shares voting or investment power or has
the right to acquire beneficial ownership within 60 days after March 1,
1996. Under the regulations the beneficial owner of securities is presumed
to have or share voting or investment power as to all securities
beneficially owned. Beneficial ownership may be disclaimed as to certain of
the securities.
(3) This figure includes joint ownership with relatives to which the director
has joint voting and investment powers.
(4) This figure includes indirect ownership of securities to which the director
claims voting and investment powers.
(5) This figure includes voting or investment powers of securities through a
trust and or pension plan agreement.
2. OTHER MATTERS
The Board of Directors does not intend to bring any other matters before
the annual meeting and does not know of any matter which anyone proposes to
present for action at the meeting. However, if any other matters properly come
before the meeting, the persons named in the accompanying proxy, or their duly
constituted substitutes acting at the meeting, will be deemed authorized to vote
or otherwise act thereon in accordance with their judgment on such matters.
EXECUTIVE COMPENSATION DISCLOSURES
EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee ("Committee") is comprised of six
non-employee, independent directors selected from the Boards of Directors of CNB
Financial Corporation and County National Bank. The Committee met seven times
during 1995.
The Committee has the overall responsibility for reviewing, establishing,
and administering policies which govern executive compensation programs. In
discharging these responsibilities, the Committee seeks to maintain a position
of "equity" with respect to the balancing of interests of the shareholder with
those of the executive officers.
At the request of the Committee, executive officers of the Corporation or
Bank may be present at Committee meetings for discussion purposes. However, they
have no involvement in the decisions made by the Committee, nor do they have a
vote on any matters brought before the group. Independent, outside advisors and
consultants may also be used from time to time by the Committee in a similar
manner.
Business conducted by the Committee at each meeting is documented in the
form of minutes and submitted on a timely basis to the Board(s) of Directors.
EXECUTIVE COMPENSATION PHILOSOPHY & POLICY
The written executive compensation philosophy is an integral part of the
Executive Compensation Program since it reflects the attitudes of the Board(s)
of Directors toward program participation, peer group comparisons, plan design,
etc. Within the overall objectives of equity and regulatory compliance, the
philosophy serves to guide the deliberations of the Committee and acts as a
standard against which plan performance may be measured.
Executive compensation programs are designed to encourage executive
decisions and actions that have a positive impact on The Corporation's overall
performance. For that reason, program participation is limited to those
individuals who have the greatest opportunity to influence the achievement of
strategic corporate objectives.
The pay philosophy defines what the organization will pay for, e.g.,
performance, job worth, etc. The Committee has established the following
parameters for the pay philosophy under the current program:
1. Base compensation levels for The Corporation's executive officers
that are competitively set relative to companies in the banking
industry of comparable size within Pennsylvania as well as the
United States. The committee also takes into account individual
experience and performance of executive officers relative to the
specific needs of The Corporation.
2. Compensation adjustments that are subjective and discretionary on
the part of the Committee and the Board(s) of Directors. However,
these discretionary adjustments will be made taking into account
the overall performance of The Corporation and the individual
performance appraisals of the executive officers.
3. Incentive compensation that is based on overall bank and individual
performance. This form of compensation is in addition to base
salary and is intended to focus executive management on key
performance factors leading to successful performance by the
corporation.
4. The utilization of "qualified" programs, as defined by the Internal
Revenue Code, where these programs are appropriate in meeting
shareholder, Corporation, and executive officer interests.
This executive compensation philosophy and policy has been developed to
help the Joint Executive Compensation Committee meet the objective of the
executive compensation plan. To the extent necessary, it will be regularly
evaluated and revised in order to meet this objective on an ongoing basis.
4
<PAGE>
EXECUTIVE COMPENSATION PROGRAMS
The primary components of the executive compensation program are base
salaries and base benefits. Base salaries are defined by taking into account the
job responsibilities of the positions, characteristics of the organization, and
comparative salary information compiled and reviewed on an annual basis. The
Committee regularly reviews the job assignments of the executive officers and
analyzes a variety of annually-developed compensation salary survey information
in order to maintain executive officer salaries that are equitable and
competitive.
Executive officers participate in the normal benefits programs available to
employees of County National Bank, e.g., group life, disability,
hospitalization, major medical plans, etc. which do not discriminate in favor of
officers and are available to all salaried employees.
In 1995, the Committee established an Executive Incentive Compensation
Plan for executive officers. The purpose of this plan is to provide a direct
financial incentive in the form of an annual cash bonus to executives to
achieve the Corporation's annual goals set at the beginning of fiscal year. The
primary measure utilized in the plan is return on average assets with additional
measures for asset growth, operating efficiency, loan growth and quality and
trust asset growth.
Beyond the payment of certain dues to service and social organizations,
executive officers do not receive any additional perquisites.
CHIEF EXECUTIVE OFFICER COMPENSATION
The 1995 salary level for the Corporation's Chief Executive Officer, James
P. Moore, was $155,330 which was increased 1.52% over 1994. In setting Mr.
Moore's salary, the Committee considered the Corporation's prior year and long
term performance along with Mr. Moore's role in the achievement of these
performance levels.
1995 EXECUTIVE COMPENSATION ACTIONS
In 1995, the Committee utilizing the input of a compensation consultant
developed an Executive Incentive Compensation Plan. The primary purpose of the
plan is maximize accomplishment of the Corporation's objectives by providing
additional monetary incentives to selected key executives responsible for
directing activities that have a significant and direct bearing on the success
of the institution. The plan is further intended to reward these key executives
for higher performance to provide motivation to achieve annual goals and to
achieve long-term performance and growth. All awards under the Executive
Incentive Compensation Plan are monetary awards and are paid as soon as
practical after the end of the plan year. The total award paid to executives for
performance under the 1995 plan was $3,082. The executive officers who were
included in the plan during 1995 were: Messrs. Moore, Falger, Franson, Peterson,
Breakey, McEnroe.
Submitted by the Executive Compensation Committee:
L.E. Soult, Jr., Chairman Richard D. Gathagan William R. Owens
Robert E. Brown Dennis L. Merrey Robert G. Spencer
COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
The following table shows, for the fiscal years ending December 31, 1993,
1994, and 1995, the cash compensation paid by the Corporation and its
subsidiaries, as well as certain other compensation paid or accrued for those
years, to each director and officer of the Corporation whose compensation level
exceeded $100,000.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
------------------------------------------------------------
Annual Compensation Awards Payouts
- ------------------------------------------------------------------------------------------------------------------------------------
Name and Other Annual Restricted Options/ LTIP All Other
Principal Salary Bonus Compensation Stock Award(s) SARs Payouts Compensation
Position Year ($) ($) ($) [1] ($) (#) ($) ($) [2]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James P. Moore, 1995 155,330 0 0 0 0 0 20,061
President and CEO of 1994 153,000 0 0 0 0 0 18,596
CNB Financial Corp. 1993 150,150 0 0 0 0 0 18,908
Chairman of the Board of
County National Bank
- ------------------------------------------------------------------------------------------------------------------------------------
William F. Falger, 1995 122,240 0 0 0 0 0 14,639
Executive Vice- 1994 115,000 0 0 0 0 0 12,069
President of 1993 105,600 0 0 0 0 0 8,478
CNB Financial Corp.
President and CEO of
County National Bank
- ------------------------------------------------------------------------------------------------------------------------------------
William A. Franson, 1995 100,750 0 0 0 0 0 11,190
Secretary of 1994 93,000 0 0 0 0 0 10,031
CNB Financial Corp. 1993 91,740 0 0 0 0 0 9,879
Executive Vice President,
Cashier and COO of
County National Bank
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[1] It is the policy of the Corporation to pay certain dues to service and
social organizations. The incremental costs of these noncash items was minimal
and did not exceed SEC disclosure limits of the lessor of 10% of total
compensation or $50,000 for any named executive officer.
[2] Figures stated in this column are contributions to the County National Bank
Money Purchase Pension Plan and 401(K) Plan.
<PAGE>
PERFORMANCE GRAPH
The following graph illustrates the performance pattern of the common
stock of CNB Financial Corporation as compared to the NASDAQ bank stock index
and all NASDAQ U.S. stocks. The index values are market weighted, divided
reinvestment numbers which measure the total return for investing $100 five
years ago. This index meets all SEC requirements for showing dividend
reinvestment share performance over a five year period. The bank index values
qualify as industry specific peer groups for reporting purposes and measure the
return to an investor for placing $100 into a basket of bank stocks and letting
that money set with all dividends being reinvested into the stock paying the
dividend.
- --------------------------------------------------------------------------------
CNB FINANCIAL CORPORATION
STOCK PRICE PERFORMANCE
[GRAPH APPEARS HERE]
PERIOD ENDING
<TABLE>
<CAPTION>
12-31-90 12-31-91 12-31-92 12-31-93 12-31-94 12-29-95
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
CNB Financial-PA $100.00 $102.41 $113.26 $147.00 $166.97 $166.54
- ------------------------------------------------------------------------------------------------
NASDAQ Bank Index $100.00 $164.09 $239.98 $272.39 $271.41 $404.35
- ------------------------------------------------------------------------------------------------
All NASDAQ US Stocks $100.00 $160.56 $186.86 $214.51 $209.68 $296.30
- ------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
6
<PAGE>
OTHER INFORMATION REGARDING EXECUTIVE COMPENSATION
There are no employment contracts, change of control agreements, or other
arrangements of this type in existence at the present time for the Chief
Executive Officer or other executive officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Joint Executive Compensation Committee consists of Messrs. Soult,
Brown, Gathagan, Merrey, Owens, and Spencer. No member of the Committee was an
officer or employee of the Corporation during 1995. However, Mr. Owens was
formerly an officer of the Corporation and subsidiary. No Committee member had a
transaction or relationship required to be disclosed under Item 404 of
Regulation S-K during 1995. Further, during 1995, no executive officer served on
a compensation committee (or other board committee performing equivalent
functions) or Board of Directors of any entity related to the above named
Committee members.
COMPENSATION OF DIRECTORS
Members of the CNB Financial Corporation Board of Directors, who are not
officers, are paid a quarterly retainer fee of $125 and $150 for attendance at
each meeting. Members of the County National Bank Board of Directors, who are
not officers, are paid $325 for attendance at each regular meeting and $200 for
attendance at Committee meetings.
OTHER DISCLOSURES
PENSION PLAN
The Corporation does not have a retirement plan. The County National Bank
maintains a non-contributory pension plan called The County National Bank Money
Purchase Pension Plan. All active officers and employees 21 years of age or
over, employed by the Bank for one year, are participants in the Plan. The
annual contribution based on the prior year's compensation is 9% of total
compensation plus 5.7% of that compensation in excess of $61,200. The total
annual contribution to the retirement plan for the year 1995 was $274,039.
Employees become vested after 5 years service with the Bank. Directors other
than active officers are not covered by any retirement plan. Retirement funds
are held in trust for each employee. Benefits are determined by the employer's
contribution over the years and the plan earnings. At the time of retirement,
the total value is distributed in one lump sum or in equal installments over a
period not exceeding 15 years.
SAVINGS PLAN
The County National Bank Savings Plan is qualified under Section 401(k) of
the Internal Revenue Code. It allows a participant to authorize the deposit into
the Plan of before tax earnings of up to 10% of his compensation as he may
elect. Under the Tax Reform Act, participants' contributions were limited,
during 1995, to nine thousand two hundred and forty dollars ($9,240.00), and
also subject to the $150,000 compensation limit. All officers and employees of
County National Bank, including the officers named in the Summary Compensation
Table set forth herein, are eligible to participate in the 401(k) Plan. In
addition, the Bank makes matching contributions equal to 25% of the
participant's before tax contributions up to 4% of his compensation. All
participant's contributions and the Bank's matching contributions at the
participant's election are invested among several mutual fund options maintained
by the Bank as Trustee during 1995. In 1996, The Corporation's contribution will
be made in the form of Corporation stock. The Bank's contributions to the
Savings Plan, in 1995, for the accounts of the officers named in the summary
compensation table set forth herein is included as All Other Compensation.
Substantially all officers and employees of the Bank are eligible to participate
in the Savings Plan.
MEETINGS AND COMMITTEES OF THE BOARDS OF DIRECTORS
The Boards of Directors held thirty-three meetings during 1995. All
directors attended more than seventy-five percent of the aggregate number of
the Board and Committee meetings of which they were members.
The Boards of Directors have several committees including a Joint
Examining (Audit Committee), a Joint Personnel Committee, a Joint Executive
Compensation Committee and a Joint Nominating Committee.
The Joint Examining (Audit Committee) met five times during 1995. The
Committee consists of Edward B. Reighard, Chairman; Dennis L. Merrey; Robert C.
Penoyer; Jeffrey S. Powell; Robert G. Spencer and Joseph L. Waroquier, Sr. It
meets quarterly with the Internal auditor and, periodocally, with the
Corporation's independent public accountant to review accounting, auditing, and
financial reporting matters, including the review of audit plans.
The Joint Personnel Committee consists of Robert G. Spencer, Chairman;
Richard D. Gathagan; Dennis L. Merrey; Peter F. Smith; William F. Falger; and
James P. Moore. The Committee reviews personnel policies and makes
recommendations to the Board of Directors regarding all salaries and fringe
benefits.
The Joint Executive Compensation Committee consists of L.E. Soult, Jr.,
Chairman; Robert E. Brown; Richard D. Gathagan; Dennis L. Merrey; William R.
Owens; and Robert G. Spencer. The committee met seven times during 1995. The
Committee's role is to manage compensation arrangements for executive officers
of the Corporation and the Bank.
The Joint Nominee Review Committee met twice during 1995. The Committee
consists of Peter F. Smith, Chairman; Robert E. Brown; Richard D. Gathagan;
Jeffrey S. Powell; L. E. Soult, Jr; William F. Falger; and James P. Moore, its
function is to recommend candidates for nomination for election to the Board of
Directors. Any shareholder, who wishes to have the Committee consider a
candidate, should submit the name of the candidate along with any biographical
or other relevant information that the shareholder wishes the Committee to
consider, along with the consent of such candidate evidencing their willingness
to serve to the President of The Corporation at the address appearing on the
first page of this Proxy Statement. Any nomination is subject to Article V,
Section 2 of the By-Laws.
<PAGE>
TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS
Directors and officers of The Corporation and certain business
organizations and individuals associated with them have been customers of and
have had normal banking transactions with County National Bank. All such
transactions have been made in the ordinary course of business, on terms
substantially equivalent, including interest rates and collateral, to those
which prevailed in similar transactions with unrelated persons and do not
involve more than the normal risk of collectability or present other unfavorable
features. The maximum aggregate loans to directors, principal officers and their
associates were $6,976,369 which was then equal to 19% of the equity capital of
the Bank.
Bank loans to any director, principal officer, and companies with which any
such persons was associated did not at any time during 1995 exceed 15% of the
Bank's equity capital. From time to time, The Corporation and the Bank may
purchase materials or services from directors or from companies with which they
are associated.
Mr. Peter F. Smith has been retained as General Counsel for The Corporation
and the Bank. Mr. Smith is a director of The Corporation and the Bank. It is
contemplated that Mr. Smith will be retained to perform legal services during
the current year. Fees aggregating $27,312 were paid to Mr. Smith for legal
services rendered during the year 1995.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has engaged the firm of Ernst & Young LLP,
Pittsburgh, PA Certified Public Accountants as independent auditors to examine
the financial statements of the Corporation and it's subsidiary for the year
ending December 31, 1996. The firm has acted in this capacity since August 24,
1993. Representatives of the accounting firm are expected to be present at the
Annual Meeting with an opportunity to make verbal comments and answer
appropriate questions regarding the Corporation and the Bank.
SHAREHOLDER PROPOSALS
The Board of Directors will consider shareholder proposals for the 1997
annual meeting. Any shareholder wishing to make a proposal to be considered for
inclusion in proxy materials for the 1997 annual meeting of shareholders should
forward a written copy of such proposal to: James P. Moore, President, CNB
Financial Corporation, P.O. Box 42, Clearfield, PA 16830 by certified mail,
return receipt requested. The Board of Directors request that any proposals be
submitted in compliance with Rule 14A-8 of the Securities Exchange Act no later
than November 24, 1996.
By Order of the Board of Directors,
/s/ William A. Franson
William A. Franson
Secretary
Clearfield, Pennsylvania
March 22, 1996
<PAGE>
PROXY [LOGO OF CNB APPEARS HERE] PROXY
FINANCIAL CORPORATION
Clearfield, PA
PROXY FOR ANNUAL MEETING
OF SHAREHOLDERS APRIL 16, 1996
I/we the undersigned hereby appoint Mr. L. Albert Hubler and Mr. J. Carl Ogden
and each of them the undersigned's true and lawful attorneys and proxies (with
full power of substitution in each) to vote all stock of CNB Financial
Corporation standing in the undersigned's name(s) at the Annual Meeting of
Shareholders to be held at the office of County National Bank, Corner Market and
Second Streets, Clearfield, Pennsylvania on April 16, 1996 or at any adjournment
thereof.
1. ELECTION OF DIRECTORS:
To elect the persons named below to serve as Class 1 Directors until the
Annual Meeting in 1999 or until their successors are duly elected.
[_] FOR [_] FOR [_] WITHHOLD
all nominees all nominees for all nominees
except those
which I/we with-
hold authority
*(see INSTRUCTION
below)
William F. Falger Jeffrey S. Powell L.E. Soult, Jr.
James J. Leitzinger Peter F. Smith
*INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
WRITE NOMINEES'S NAME(S) IN THIS SPACE.
----------------------------------------------------------------------------
-----------------------------------------------------------------------------
2. Transact such other business as may properly come before said meeting.
IF ANY OTHER BUSINESS IS PRESENTED AT SAID MEETING, THE HOLDERS OF PROXIES
ARE AUTHORIZED TO VOTE THEREON AT THEIR DISCRETION.
This proxy confers discretionary authority to vote FOR the proposals in the
absence of contrary directions. The action of a majority of said attorneys and
proxies present and acting at said meeting or adjournment (or the one thereof so
present and acting if only one shall be present and acting) shall be the action
of said attorneys and proxies.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
DATED 19
------------------------- --
----------------------------------
Signature
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Signature
Please sign exactly as printed hereon. When signing as attorney, executor,
administrator, trustee, guardian, etc., give full title as such. If stock is
held jointly, each joint owner should sign.
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