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CNB FINANCIAL CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings. Page generated 02 October 2026.

14Reported items
155Asset managers
1,336Fund votes
2024-04-16Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CNB FINANCIAL CORP. in the interactive database Compare manager voting policies

How asset managers voted at the CNB FINANCIAL CORP. 2023-2024 meeting

Each item below shows how the 155 asset managers that disclosed a CNB 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CNB FINANCIAL CORP.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To vote on a non-binding advisory resolution on the compensation program for CNB Financial Corporation's Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, and compensation tables, and related narrative executive compensation disclosures contained in the Proxy Statement (a"Say-On-Pay" vote).

SECTION 14A SAY-ON-PAY VOTES

Combines 9 wordings of this item as funds reported it.

99.6% fund support · no official result

FOR 99.6%

The 147 asset managers below cast 99.6% of the shares they voted on this item FOR (10,767,649 for, 37,639 against).

FOR: 10,767,649 (99.7%)AGAINST: 37,639 (0.3%)NOT VOTED: 28 (0.0%)

Largest asset managers voting on “To vote on a non-binding advisory resolution on the compensation program for CNB Financial Corporation's Named” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Vote
BlackRock	1,510,665	For
Wellington	1,081,257	For
Vanguard	1,044,762	For
Dimensional	877,860	For
Davis Asset Management, L.P.	600,000	For
American Century	561,860	For
GEODE CAPITAL MANAGEMENT, LLC	457,378	For
Fidelity	434,348	For
Royce	425,761	For
CNB Bank	237,711	For
Stieven Capital Advisors, L.P.	222,778	For
Petiole USA ltd	189,241	For
AllianceBernstein	188,685	For
STIFEL NICOLAUS & CO INC \MO\	162,121	For
WEALTH ENHANCEMENT ADVISORY SERVICES, LLC	139,203	For
Invesco	124,110	For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	114,600	For
Charles Schwab	112,836	For
Siena Capital Partners GP, LLC	100,000	For
MELLON INVESTMENTS Corp	88,710	For
UNIFIED SERIES TRUST	82,000	For
Asset Management One Co., Ltd.	81,130	For
LSV ASSET MANAGEMENT	78,660	For
Thrivent	78,413	For
Elizabeth Park Capital Advisors, Ltd.	76,458	For

Showing the 25 largest of 147 asset managers. See all 147 in the interactive database.

2. TO AMEND OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION TO GRANT THE CORPORATION'S BOARD OF DIRECTORS THE CONCURRENT RIGHT TO AMEND THE CNB FINANCIAL CORPORATION BYLAWS.

SHAREHOLDER RIGHTS AND DEFENSES

Combines 3 wordings of this item as funds reported it.

98% fund support · no official result

FOR 98%

The 59 asset managers below cast 98% of the shares they voted on this item FOR (4,708,706 for, 77,053 against).

FOR: 4,708,706 (98.4%)AGAINST: 77,053 (1.6%)

Largest asset managers voting on “TO AMEND OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION TO GRANT THE CORPORATION'S BOARD OF DIRECTORS THE ” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,027,893	0	For
BlackRock	855,835	0	For
Dimensional	764,076	0	For
Fidelity	432,849	0	For
Royce	425,585	0	For
American Century	280,167	0	For
UNIFIED SERIES TRUST	82,000	0	For
BRIDGEWAY FUNDS INC	64,300	0	For
Invesco	59,164	0	For
EA Series Trust	0	58,400	Against
WisdomTree	58,392	0	For
Charles Schwab	56,418	0	For
Equitable	51,523	0	For
FINANCIAL INVESTORS TRUST	50,680	0	For
TIAA	46,486	0	For
Thrivent	38,420	0	For
QUANTITATIVE MASTER SERIES LLC	36,894	0	For
HOTCHKIS & WILEY FUNDS /DE/	36,800	0	For
Northern Trust	36,414	0	For
Principal	30,780	0	For
State Street	30,451	0	For
TARGET PORTFOLIO TRUST	29,499	0	For
Columbia Threadneedle	20,900	0	For
Lincoln Financial	2,179	17,495	Against
SEI	19,471	0	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

3. TO RATIFY THE APPOINTMENT OF FORVIS, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.

AUDIT-RELATED

Combines 3 wordings of this item as funds reported it.

99% fund support · no official result

FOR 99%

The 59 asset managers below cast 99% of the shares they voted on this item FOR (4,727,359 for, 58,400 against).

FOR: 4,727,359 (98.8%)AGAINST: 58,400 (1.2%)

Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF FORVIS, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR END” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,027,893	0	For
BlackRock	855,835	0	For
Dimensional	764,076	0	For
Fidelity	432,849	0	For
Royce	425,585	0	For
American Century	280,167	0	For
UNIFIED SERIES TRUST	82,000	0	For
BRIDGEWAY FUNDS INC	64,300	0	For
Invesco	59,164	0	For
EA Series Trust	0	58,400	Against
WisdomTree	58,392	0	For
Charles Schwab	56,418	0	For
Equitable	51,523	0	For
FINANCIAL INVESTORS TRUST	50,680	0	For
TIAA	46,486	0	For
Thrivent	38,420	0	For
QUANTITATIVE MASTER SERIES LLC	36,894	0	For
HOTCHKIS & WILEY FUNDS /DE/	36,800	0	For
Northern Trust	36,414	0	For
Principal	30,780	0	For
State Street	30,451	0	For
TARGET PORTFOLIO TRUST	29,499	0	For
Columbia Threadneedle	20,900	0	For
Lincoln Financial	19,674	0	For
SEI	19,471	0	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

4. To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their respective successors are elected: Joel E. Peterson

DIRECTOR ELECTIONS

Combines 3 wordings of this item as funds reported it.

95% fund support · no official result

FOR 95%

The 54 asset managers below cast 95% of the shares they voted on this item FOR (4,430,179 for, 233,751 against).

FOR: 4,430,179 (95.0%)AGAINST: 233,751 (5.0%)

Largest asset managers voting on “To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their respecti” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,027,893	0	For
BlackRock	855,835	0	For
Dimensional	764,076	0	For
Fidelity	432,849	0	For
Royce	425,585	0	For
American Century	280,167	0	For
UNIFIED SERIES TRUST	82,000	0	For
BRIDGEWAY FUNDS INC	0	64,300	Against
Invesco	59,164	0	For
EA Series Trust	0	58,400	Against
WisdomTree	58,392	0	For
Equitable	35,803	15,720	For
FINANCIAL INVESTORS TRUST	0	50,680	Against
TIAA	46,486	0	For
Thrivent	38,420	0	For
QUANTITATIVE MASTER SERIES LLC	36,894	0	For
HOTCHKIS & WILEY FUNDS /DE/	36,800	0	For
Northern Trust	36,414	0	For
Principal	30,780	0	For
State Street	30,451	0	For
Columbia Threadneedle	0	20,900	Against
Lincoln Financial	19,674	0	For
Nationwide	6,035	11,640	Against
First Trust	12,321	0	For
Prudential/PGIM	12,260	0	For

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

5. To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their respective successors are elected: Michael Obi

DIRECTOR ELECTIONS

Combines 3 wordings of this item as funds reported it.

95% fund support · no official result

FOR 95%

The 54 asset managers below cast 95% of the shares they voted on this item FOR (4,451,143 for, 212,787 against).

FOR: 4,451,143 (95.4%)AGAINST: 212,787 (4.6%)

Largest asset managers voting on “To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their respecti” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,027,893	0	For
BlackRock	855,835	0	For
Dimensional	764,076	0	For
Fidelity	432,849	0	For
Royce	425,585	0	For
American Century	280,167	0	For
UNIFIED SERIES TRUST	82,000	0	For
BRIDGEWAY FUNDS INC	0	64,300	Against
Invesco	59,164	0	For
EA Series Trust	0	58,400	Against
WisdomTree	58,392	0	For
Equitable	35,803	15,720	For
FINANCIAL INVESTORS TRUST	0	50,680	Against
TIAA	46,486	0	For
Thrivent	38,420	0	For
QUANTITATIVE MASTER SERIES LLC	36,894	0	For
HOTCHKIS & WILEY FUNDS /DE/	36,800	0	For
Northern Trust	36,414	0	For
Principal	30,780	0	For
State Street	30,451	0	For
Columbia Threadneedle	20,900	0	For
Lincoln Financial	19,674	0	For
Nationwide	6,035	11,640	Against
First Trust	12,321	0	For
Prudential/PGIM	12,260	0	For

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

6. To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their respective successors are elected: Richard B. Seager

DIRECTOR ELECTIONS

Combines 3 wordings of this item as funds reported it.

91% fund support · no official result

FOR 91%9%

The 54 asset managers below cast 91% of the shares they voted on this item FOR (4,256,507 for, 407,423 against).

FOR: 4,256,507 (91.3%)AGAINST: 407,423 (8.7%)

Largest asset managers voting on “To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their respecti” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,027,893	0	For
BlackRock	855,835	0	For
Dimensional	764,076	0	For
Fidelity	432,849	0	For
Royce	425,585	0	For
American Century	280,167	0	For
UNIFIED SERIES TRUST	82,000	0	For
BRIDGEWAY FUNDS INC	0	64,300	Against
Invesco	0	59,164	Against
EA Series Trust	0	58,400	Against
WisdomTree	0	58,392	Against
Equitable	35,803	15,720	For
FINANCIAL INVESTORS TRUST	0	50,680	Against
TIAA	46,486	0	For
Thrivent	38,420	0	For
QUANTITATIVE MASTER SERIES LLC	36,894	0	For
HOTCHKIS & WILEY FUNDS /DE/	36,800	0	For
Northern Trust	0	36,414	Against
Principal	30,780	0	For
State Street	30,451	0	For
Columbia Threadneedle	0	20,900	Against
Lincoln Financial	2,179	17,495	Against
Nationwide	6,035	11,640	Against
First Trust	12,321	0	For
Prudential/PGIM	12,260	0	For

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

7. To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their respective successors are elected: Michael D. Peduzzil

DIRECTOR ELECTIONS

Combines 2 wordings of this item as funds reported it.

99% fund support · no official result

FOR 99%

The 52 asset managers below cast 99% of the shares they voted on this item FOR (4,531,186 for, 50,680 against).

FOR: 4,531,186 (98.9%)AGAINST: 50,680 (1.1%)

Largest asset managers voting on “To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their respecti” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,027,893	0	For
BlackRock	855,835	0	For
Dimensional	764,076	0	For
Fidelity	432,849	0	For
Royce	425,585	0	For
American Century	280,167	0	For
BRIDGEWAY FUNDS INC	64,300	0	For
Invesco	59,164	0	For
EA Series Trust	58,400	0	For
WisdomTree	58,392	0	For
Equitable	51,523	0	For
FINANCIAL INVESTORS TRUST	0	50,680	Against
TIAA	46,486	0	For
Thrivent	38,420	0	For
QUANTITATIVE MASTER SERIES LLC	36,894	0	For
HOTCHKIS & WILEY FUNDS /DE/	36,800	0	For
Northern Trust	36,414	0	For
Principal	30,780	0	For
State Street	30,451	0	For
Columbia Threadneedle	20,900	0	For
Lincoln Financial	19,674	0	For
Nationwide	17,675	0	For
First Trust	12,321	0	For
Prudential/PGIM	12,260	0	For
AIG/SunAmerica	11,373	0	For

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

8. To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their successors are elected. Joel E. Peterson

DIRECTOR ELECTIONS

100% fund support · no official result

FOR 100%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (119,269 for, 0 against).

FOR: 119,269 (100.0%)

Largest asset managers voting on “To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their successo” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Vote
Charles Schwab	56,418	For
TARGET PORTFOLIO TRUST	29,499	For
SEI	19,471	For
Global X	8,955	For
Prudential/PGIM	4,926	For

9. To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their successors are elected. Michael D. Peduzzi

DIRECTOR ELECTIONS

100% fund support · no official result

FOR 100%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (119,269 for, 0 against).

FOR: 119,269 (100.0%)

Largest asset managers voting on “To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their successo” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Vote
Charles Schwab	56,418	For
TARGET PORTFOLIO TRUST	29,499	For
SEI	19,471	For
Global X	8,955	For
Prudential/PGIM	4,926	For

10. To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their successors are elected. Michael Obi

DIRECTOR ELECTIONS

100% fund support · no official result

FOR 100%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (119,269 for, 0 against).

FOR: 119,269 (100.0%)

Largest asset managers voting on “To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their successo” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Vote
Charles Schwab	56,418	For
TARGET PORTFOLIO TRUST	29,499	For
SEI	19,471	For
Global X	8,955	For
Prudential/PGIM	4,926	For

11. To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their successors are elected. Richard B. Seager

DIRECTOR ELECTIONS

100% fund support · no official result

FOR 100%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (119,269 for, 0 against).

FOR: 119,269 (100.0%)

Largest asset managers voting on “To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their successo” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Vote
Charles Schwab	56,418	For
TARGET PORTFOLIO TRUST	29,499	For
SEI	19,471	For
Global X	8,955	For
Prudential/PGIM	4,926	For

12. TO VOTE ON A NON-BINDING ADVISORY RESOLUTION ON THE COMPENSATION PROGRAM FOR CNB FINANCIAL CORPORATION'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS, AND COMPENSATION TABLES, AND RELATED NARRATIVE EXECUTIVE COMPENSATION DISCLOSURES CONTAINED IN THE PROXY STATEMENT (A SAY-ON-PAY&QUOT VOTE). &QUOT

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (2,128 for, 0 against).

FOR: 2,128 (100.0%)

Largest asset managers voting on “TO VOTE ON A NON-BINDING ADVISORY RESOLUTION ON THE COMPENSATION PROGRAM FOR CNB FINANCIAL CORPORATION'S NAMED” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Vote
SevenBridge Financial Group, LLC	2,000	For
Advisors' Inner Circle Fund III	64	For
L2 Asset Management, LLC	64	For

13. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (16,139 for, 0 against).

FOR: 16,139 (100.0%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
JPMorgan	8,488	0	0	0	For
TD ASSET MANAGEMENT INC	7,651	0	0	0	For

14. ELECTION OF CLASS 3 DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING IN THE YEAR 2027: MICHAEL D. PEDUZZI

DIRECTOR ELECTIONS

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (82,064 for, 0 against).

FOR: 82,064 (100.0%)

Largest asset managers voting on “ELECTION OF CLASS 3 DIRECTOR TO SERVE UNTIL THE ANNUAL MEETING IN THE YEAR 2027: MICHAEL D. PEDUZZI” at CNB FINANCIAL CORP., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
UNIFIED SERIES TRUST	82,000	0	0	0	For
Advisors' Inner Circle Fund III	64	0	0	0	For

Largest CNB FINANCIAL CORP. shareholders voting in 2023-2024

Ranked by the number of CNB FINANCIAL CORP. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 21,235,503 shares outstanding at the time of that meeting.

Top CNB FINANCIAL CORP. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	BlackRock	7.11%
2	Wellington	5.09%
3	Vanguard	4.92%
4	Dimensional	4.13%
5	Davis Asset Management, L.P.	2.83%
6	American Century	2.65%
7	GEODE CAPITAL MANAGEMENT, LLC	2.15%
8	Fidelity	2.05%
9	Royce	2.00%
10	CNB Bank	1.12%

Reported CNB FINANCIAL CORP. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

CNB FINANCIAL CORP. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
BlackRock, Inc.	7.81%	DEF14A
Vanguard Group	7.41%	13F
Wellington Management	5.54%	13F
Dimensional Fund Advisors	4.33%	13F
Geode Capital	2.16%	13F
State Street	1.96%	13F
JPMorgan Chase	1.22%	13F
Morgan Stanley	1.16%	13F
Northern Trust	0.98%	13F
BNY Mellon	0.60%	13F

Percentages above are of 21,235,503 shares outstanding, as reported by CNB FINANCIAL CORP. on its Form 10-Q dated 2024-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CNB FINANCIAL CORP.’s 10-Q dated 2024-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At CNB FINANCIAL CORP.'s shareholder meeting held 2024-04-16, in the 2023-2024 proxy season, 155 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,336 separate fund positions. Their filings are grouped here into 14 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. No official Form 8-K vote tally has been matched to this meeting, so this page states no certified outcome for its most widely held ballot item. On that item — To vote on a non-binding advisory resolution on the compensation program for CNB Financial… — the reporting funds cast 99.6% of the shares they voted in favour (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). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

CNB FINANCIAL CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.