DEF: CB Financial Services Sets Annual Meeting Date

Sentiment:

Proxy Statement 9 April 2026 8:53 AM

📋All filings for Cb Financial Services, INC

CB Financial Services, Inc. has issued its proxy statement for the upcoming annual meeting of stockholders on May 20, 2026, detailing director elections, auditor ratification, and executive compensation votes.

Summary

CB Financial Services, Inc. is holding its annual meeting of stockholders on May 20, 2026, at 9:00 a.m. local time in Waynesburg, Pennsylvania.
The meeting agenda includes the election of three directors, ratification of Forvis Mazars, LLP as the independent auditor for fiscal year 2026, and advisory votes on executive compensation and its frequency.
Stockholders of record as of March 27, 2026, are eligible to vote.
The company encourages proxy voting via internet, telephone, or mail to ensure representation at the meeting.
The Board of Directors comprises nine members, with eight currently considered independent under NASDAQ listing requirements.
The Audit Committee has appointed Forvis Mazars, LLP as the independent registered public accounting firm for fiscal year 2026, subject to stockholder ratification.
The filing includes details on director and executive compensation for fiscal year 2025, including salaries, stock awards, and other benefits.
Information on beneficial ownership of common stock by directors, executive officers, and major shareholders is provided as of March 27, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, as it pertains to routine corporate governance and does not contain significant negative news or unexpected strategic shifts, though the decrease in net income relative to executive compensation is a point of note.

Positives

The company is holding its annual meeting as scheduled, allowing for essential corporate governance activities.
All current directors are considered independent under NASDAQ listing requirements, except for two individuals with specific employment history considerations.
The Audit Committee has a clear policy for pre-approving audit and non-audit services, ensuring oversight of the independent auditor.
The company encourages stockholder participation through various voting methods (internet, telephone, mail, in-person).
All directors attended last year's annual meeting, indicating strong engagement.
The company has a code of ethics and business conduct applicable to all directors, officers, and employees.

Negatives

One executive officer, Amanda L. Engles, inadvertently failed to file a Form 4 timely to report the withholding of shares for tax payments.
The Pay Versus Performance table shows that while executive compensation increased from 2024 to 2025, the company's Net Income decreased significantly by 61.07% over the same period.
The company's stock price has seen a modest increase from $24.07 in late 2021 to $34.86 by the end of 2025, with a dip in 2022, indicating a volatile performance over the period.

Risks

The company faces various risks including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, and reputation risk, which are overseen by the Board.
The company's stock price has experienced fluctuations, with a decrease in 2022, indicating market volatility.
The significant decrease in Net Income from 2024 to 2025, despite an increase in executive compensation, could be a point of concern for investors.
The company's reliance on loans to executive officers and directors, while compliant with regulations, represents a potential area of scrutiny if not managed prudently.

Future Outlook

The filing does not contain specific forward-looking financial guidance. It focuses on corporate governance matters, director elections, auditor ratification, and executive compensation for the upcoming annual meeting.

Management Comments

"It is important that your shares are represented at the meeting, regardless of the number of shares you own."
"The Board believes this arrangement is appropriate given that more than a simple majority of the members of the Board are independent."
"Management is responsible for the daily management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management."
"The Board unanimously recommends that stockholders vote FOR all the nominees."
"The Board unanimously recommends that stockholders vote FOR the ratification of the appointment of Forvis Mazars, LLP to serve as the Companys independent registered public accounting firm for the 2026 fiscal year."
"The Board unanimously recommends a vote FOR approval of the compensation of the Companys named executive officers."
"The Board unanimously recommends conducting a vote to approve the compensation of the named executive officers every year."

Industry Context

StockSavvy.ai notes that this filing is typical for a publicly traded financial institution, focusing on standard corporate governance procedures like director elections, auditor ratification, and executive compensation disclosures. The emphasis on director independence and board oversight of risk management aligns with industry best practices, particularly for banks.

Comparison to Industry Standards

Director Independence: CB Financial Services reports that 7 out of 9 directors are independent, which generally aligns with or exceeds the independence requirements of major stock exchanges like NASDAQ for listed companies.
Audit Committee Expertise: The designation of Charles R. Guthrie, CPA as an audit committee financial expert meets SEC requirements and is a common practice among public companies.
Executive Compensation: The structure of executive compensation, including base salary, incentive plans, and equity awards, is consistent with practices in the regional banking sector. The use of performance targets for bonuses, such as pre-tax income and deposit growth, is standard.
Stockholder Advisory Votes: The inclusion of 'say-on-pay' and 'say-on-frequency' votes is mandated by Dodd-Frank and is a standard practice for all public companies.
Audit Fees: The audit and audit-related fees for Forvis Mazars, LLP ($338,100 in 2025) appear reasonable for a company of CB Financial Services' size, though direct comparison requires knowledge of specific audit complexities and industry benchmarks for similar-sized regional banks.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Director Independence	The Board consists of 9 members, with 7 considered independent under NASDAQ listing requirements. John H. Montgomery (current employee) and Ralph Burchianti (retired April 2024) are noted as not fully independent.	As of December 31, 2025	Maintains a strong level of independent oversight on the Board, aligning with regulatory expectations and best practices.
Board Leadership Structure	Mark E. Fox serves as Chairman of the Board and Charles R. Guthrie, CPA serves as Vice Chairman. The Board believes this structure is appropriate given the majority of independent directors.	Ongoing	Provides clear leadership roles while ensuring independent directors have significant influence.
Risk Oversight	Management is responsible for daily risk management, while the Board oversees these processes through its committees and regular discussions with management.	Ongoing	Establishes a clear framework for managing and overseeing the diverse risks faced by the company.
Corporate Governance Policy	The Board has adopted a comprehensive corporate governance policy covering director duties, Board composition, committee operations, succession planning, and performance evaluations.	Ongoing	Provides a structured framework for the company's governance practices.
Board Committees	The Board operates with standing Audit, Compensation, and Nominating/Corporate Governance Committees, all composed of independent directors.	As of December 31, 2025	Ensures specialized oversight in critical areas of financial reporting, executive compensation, and board composition.
Director Nomination Criteria	The Nominating/Corporate Governance Committee evaluates candidates based on a range of criteria including experience, integrity, ability to represent stockholder interests, time commitment, independence, and equity holdings. Diversity, age, and board size are also considered.	Ongoing	Aims to ensure a qualified and effective Board of Directors that serves the best interests of the company and its stockholders.
Stockholder Recommendations for Directors	The Nominating/Corporate Governance Committee has a policy to consider director candidates recommended by stockholders, provided specific procedural requirements are met.	Ongoing	Provides a channel for stockholder input into the director nomination process.
Code of Ethics and Business Conduct	A code of ethics and business conduct applies to all directors, officers, and employees.	Ongoing	Promotes ethical behavior and compliance throughout the organization.

Related Party Transactions

Loans and Extensions of Credit: The outstanding balance of loans extended by the Bank to its executive officers, directors, and related parties was $18.2 million at December 31, 2025. These loans were made in the ordinary course of business on substantially the same terms as comparable loans to unaffiliated persons and did not involve more than the normal risk of collectability.
Other Transactions: Since January 1, 2025, there have been no transactions or proposed transactions exceeding $120,000 where the Company or Bank was a participant and any executive officer or director had a direct or indirect material interest.

Stakeholder Impact

Shareholders: Will vote on director elections, auditor ratification, and executive compensation. The Pay Versus Performance data may influence their perception of management alignment.
Employees: Benefit from the 401(k) plan, which includes employer matching and safe harbor contributions. Executive compensation structures and incentive plans are designed to align with company performance.
Management: Subject to stockholder votes on compensation and frequency. Executive employment agreements and change-in-control provisions are detailed.
Directors: Subject to election by shareholders. Their independence and qualifications are detailed, and they receive compensation for their services.
Auditors: Forvis Mazars, LLP is proposed for ratification. Their fees and independence are disclosed.

Next Steps

Stockholders to vote on the election of three directors.
Stockholders to ratify the appointment of Forvis Mazars, LLP as the independent registered public accounting firm for fiscal year 2026.
Stockholders to hold an advisory vote to approve the compensation of named executive officers.
Stockholders to hold an advisory vote on the frequency of the executive compensation vote.
The Board of Directors will consider the outcome of the advisory votes when making future decisions on executive compensation and its frequency.

Key Dates

Date	Description
2024-04-30	Retirement date of Ralph Burchianti from his role as Senior Executive Vice President and Chief Credit Officer.
2025-12-29	Resignation date of Craig L. Kauffman from the Board of Directors.
2025-12-31	Fiscal year end for which financial statements and compensation data are reported.
2026-01-01	Start of the fiscal year for which Forvis Mazars, LLP is proposed to serve as independent auditor.
2026-01-01	Effective date for Amanda L. Engles as Executive Vice President and Chief Financial Officer.
2026-03-27	Record date for determining stockholders entitled to vote at the annual meeting.
2026-04-09	Date the proxy statement and notice of annual meeting were first made available to stockholders.
2026-05-20	Date of the Annual Meeting of Stockholders.
2026-05-21	Anniversary date of the previous year's annual meeting, used for calculating deadlines for stockholder proposals and director nominations for the 2027 meeting.
2026-12-10	Deadline for receiving stockholder proposals to be included in the proxy statement for the next annual meeting.
2027-02-16	Vesting date for restricted stock awards granted to directors on February 13, 2026.
2032-01-01	Latest date by which the next stockholder advisory vote on the frequency of executive compensation votes must occur.

Recommendation

hold

This filing is a standard proxy statement for an annual meeting and does not contain new financial performance data or strategic shifts that would warrant a buy or sell recommendation. While the company outlines its governance and compensation practices, the negative trend in net income relative to executive compensation increases is a point of caution, suggesting a 'hold' position until future performance clarifies the outlook.

Keywords

CB Financial Services, Proxy Statement, Annual Meeting, Director Election, Auditor Ratification, Executive Compensation, Corporate Governance, Stockholder Vote, Community Bank, Forvis Mazars

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