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CNB FINANCIAL CORP. 2024-2025 Proxy Voting Records

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

18Reported items
174Asset managers
1,570Fund votes
2025-04-15Meeting 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. 2024-2025 meeting

Each item below shows how the 174 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. a non-binding advisory resolution to approve the compensation of CNB's named executive officers (the "CNB say-on-pay proposal");

SECTION 14A SAY-ON-PAY VOTES

Combines 4 wordings of this item as funds reported it.

87% fund support · no official result

FOR 87%13%

The 92 asset managers below cast 87% of the shares they voted on this item FOR (6,396,355 for, 972,965 against).

FOR: 6,396,355 (86.8%)AGAINST: 972,965 (13.2%)

Largest asset managers voting on “a non-binding advisory resolution to approve the compensation of CNB's named executive officers (the "CNB say-” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Against	Vote
Vanguard	1,116,406	0	For
Dimensional	1,005,626	0	For
American Century	0	957,389	Against
GEODE CAPITAL MANAGEMENT, LLC	472,942	0	For
State Street	449,225	0	For
Fidelity	420,630	0	For
Royce	301,073	0	For
Stieven Capital Advisors, L.P.	291,390	0	For
Columbia Threadneedle	236,459	0	For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	209,560	0	For
AllianceBernstein	161,680	0	For
STIFEL NICOLAUS & CO INC \MO\	128,528	0	For
SEGALL BRYANT & HAMILL, LLC	97,274	0	For
AMERIPRISE FINANCIAL INC	82,149	0	For
Asset Management One Co., Ltd.	75,175	0	For
Invesco	74,022	0	For
HOTCHKIS & WILEY FUNDS /DE/	65,500	0	For
MELLON INVESTMENTS Corp	65,327	0	For
BRIDGEWAY FUNDS INC	64,300	0	For
Thrivent	62,193	0	For
Two Sigma	59,795	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	59,343	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	58,415	0	For
FJ Capital Management LLC	55,096	0	For
Equitable	53,253	0	For

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

2. To vote on a non-binding advisory resolution to approve, the compensation of CNB'S named executive officers.

SECTION 14A SAY-ON-PAY VOTES

Combines 5 wordings of this item as funds reported it.

99.6% fund support · no official result

FOR 99.5%

The 79 asset managers below cast 99.6% of the shares they voted on this item FOR (4,881,314 for, 18,951 against).

FOR: 4,881,314 (99.6%)AGAINST: 18,951 (0.4%)ABSTAIN: 2,064 (0.0%)

Largest asset managers voting on “To vote on a non-binding advisory resolution to approve, the compensation of CNB'S named executive officers.” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Abstain	Vote
BlackRock	1,679,284	0	For
Wellington	759,993	0	For
Davis Asset Management, L.P.	700,000	0	For
CNB Bank	301,166	2,064	For
Northern Trust	164,182	0	For
MALTESE CAPITAL MANAGEMENT LLC	145,600	0	For
WEALTH ENHANCEMENT ADVISORY SERVICES, LLC	118,576	0	For
Charles Schwab	116,900	0	For
SEI	104,073	0	For
Siena Capital Partners GP, LLC	100,000	0	For
EA Series Trust	76,506	0	For
Elizabeth Park Capital Advisors, Ltd.	66,458	0	For
LSV ASSET MANAGEMENT	57,961	0	For
Prudential/PGIM	54,417	0	For
TARGET PORTFOLIO TRUST	49,599	0	For
JPMorgan	44,649	0	For
EMERALD MUTUAL FUND ADVISERS TRUST	42,886	0	For
FINANCIAL INVESTORS TRUST	42,886	0	For
Fourthstone LLC	36,571	0	For
QUANTITATIVE MASTER SERIES LLC	33,759	0	For
HM PAYSON & CO	27,551	0	For
MASTER INVESTMENT PORTFOLIO	14,043	0	For
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	13,001	0	For
Global X	11,655	0	For
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM	10,563	0	For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

3. the election to the CNB Board of Directors of the three Class 2 directors set forth in the enclosed joint proxy statement/prospectus to serve until the 2028 annual meeting of CNB shareholders or until their respective successors are elected: Deborah Dick Pontzer

DIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

97% fund support · no official result

FOR 93%

The 58 asset managers below cast 97% of the shares they voted on this item FOR (5,064,587 for, 158,599 against).

FOR: 5,064,587 (92.8%)AGAINST: 158,599 (2.9%)ABSTAIN: 236,459 (4.3%)

Largest asset managers voting on “the election to the CNB Board of Directors of the three Class 2 directors set forth in the enclosed joint prox” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	1,099,479	0	0	For
BlackRock	934,372	0	0	For
Dimensional	896,485	0	0	For
American Century	472,180	0	0	For
Fidelity	418,873	0	0	For
Royce	300,897	0	0	For
Columbia Threadneedle	0	0	236,459	Abstain
EA Series Trust	76,506	0	0	For
HOTCHKIS & WILEY FUNDS /DE/	65,500	0	0	For
BRIDGEWAY FUNDS INC	64,300	0	0	For
Charles Schwab	58,442	0	0	For
Equitable	37,773	15,480	0	For
SEI	0	51,922	0	Against
TARGET PORTFOLIO TRUST	49,599	0	0	For
WisdomTree	46,096	0	0	For
TIAA	45,735	0	0	For
JPMorgan	43,849	0	0	For
FINANCIAL INVESTORS TRUST	0	42,886	0	Against
Principal	40,400	0	0	For
State Street	36,401	3	0	For
Lincoln Financial	36,080	0	0	For
Invesco	0	34,606	0	Against
QUANTITATIVE MASTER SERIES LLC	33,759	0	0	For
Prudential/PGIM	32,096	0	0	For
Northern Trust	30,727	0	0	For

Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.

4. the election to the CNB Board of Directors of the three Class 2 directors set forth in the enclosed joint proxy statement/prospectus to serve until the 2028 annual meeting of CNB shareholders or until their respective successors are elected: Julie M. Young

DIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

99% fund support · no official result

FOR 99%

The 58 asset managers below cast 99% of the shares they voted on this item FOR (5,399,232 for, 60,413 against).

FOR: 5,399,232 (98.9%)AGAINST: 60,413 (1.1%)

Largest asset managers voting on “the election to the CNB Board of Directors of the three Class 2 directors set forth in the enclosed joint prox” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Against	Vote
Vanguard	1,099,479	0	For
BlackRock	934,372	0	For
Dimensional	896,485	0	For
American Century	472,180	0	For
Fidelity	418,873	0	For
Royce	300,897	0	For
Columbia Threadneedle	236,459	0	For
EA Series Trust	76,506	0	For
HOTCHKIS & WILEY FUNDS /DE/	65,500	0	For
BRIDGEWAY FUNDS INC	64,300	0	For
Charles Schwab	58,442	0	For
Equitable	37,773	15,480	For
SEI	51,922	0	For
TARGET PORTFOLIO TRUST	49,599	0	For
WisdomTree	46,096	0	For
TIAA	45,735	0	For
JPMorgan	43,849	0	For
FINANCIAL INVESTORS TRUST	0	42,886	Against
Principal	40,400	0	For
State Street	36,404	0	For
Lincoln Financial	36,080	0	For
Invesco	34,606	0	For
QUANTITATIVE MASTER SERIES LLC	33,759	0	For
Prudential/PGIM	32,096	0	For
Northern Trust	30,727	0	For

Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.

5. the election to the CNB Board of Directors of the three Class 2 directors set forth in the enclosed joint proxy statement/prospectus to serve until the 2028 annual meeting of CNB shareholders or until their respective successors are elected: Nicholas N. Scott

DIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

99% fund support · no official result

FOR 99%

The 58 asset managers below cast 99% of the shares they voted on this item FOR (5,399,150 for, 60,495 against).

FOR: 5,399,150 (98.9%)AGAINST: 60,495 (1.1%)

Largest asset managers voting on “the election to the CNB Board of Directors of the three Class 2 directors set forth in the enclosed joint prox” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Against	Vote
Vanguard	1,099,479	0	For
BlackRock	934,372	0	For
Dimensional	896,485	0	For
American Century	472,180	0	For
Fidelity	418,873	0	For
Royce	300,897	0	For
Columbia Threadneedle	236,459	0	For
EA Series Trust	76,506	0	For
HOTCHKIS & WILEY FUNDS /DE/	65,500	0	For
BRIDGEWAY FUNDS INC	64,300	0	For
Charles Schwab	58,442	0	For
Equitable	37,773	15,480	For
SEI	51,922	0	For
TARGET PORTFOLIO TRUST	49,599	0	For
WisdomTree	46,096	0	For
TIAA	45,735	0	For
JPMorgan	43,849	0	For
FINANCIAL INVESTORS TRUST	0	42,886	Against
Principal	40,400	0	For
State Street	36,401	3	For
Lincoln Financial	36,080	0	For
Invesco	34,606	0	For
QUANTITATIVE MASTER SERIES LLC	33,759	0	For
Prudential/PGIM	32,096	0	For
Northern Trust	30,727	0	For

Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.

6. a proposal to approve one or more adjournments of the CNB annual meeting, if necessary or appropriate, to permit further solicitation of proxies if there are insufficient votes at the time of the CNB annual meeting, or at an adjournment or postponement of that meeting, to approve the CNB share issuance proposal (the "CNB adjournment proposal").

CORPORATE GOVERNANCE

99.5% fund support · no official result

FOR 99.5%

The 36 asset managers below cast 99.5% of the shares they voted on this item FOR (4,068,566 for, 18,160 against).

FOR: 4,068,566 (99.6%)AGAINST: 18,160 (0.4%)

Largest asset managers voting on “a proposal to approve one or more adjournments of the CNB annual meeting, if necessary or appropriate, to perm” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Against	Vote
Vanguard	1,099,479	0	For
Dimensional	896,485	0	For
American Century	472,180	0	For
Fidelity	418,873	0	For
Royce	300,897	0	For
Columbia Threadneedle	236,459	0	For
HOTCHKIS & WILEY FUNDS /DE/	65,500	0	For
BRIDGEWAY FUNDS INC	64,300	0	For
Equitable	53,253	0	For
WisdomTree	46,096	0	For
TIAA	45,735	0	For
Principal	40,400	0	For
State Street	36,404	0	For
Lincoln Financial	20,985	15,095	For
Invesco	34,606	0	For
Prudential/PGIM	31,370	0	For
Northern Trust	30,727	0	For
Thrivent	30,702	0	For
AIG/SunAmerica	22,845	0	For
Pacific Life	21,510	0	For
Voya	21,093	0	For
Brighthouse	19,909	0	For
First Trust	13,101	0	For
Legg Mason	10,161	0	For
Goldman Sachs	9,865	0	For

Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.

7. a proposal to approve the CNB Financial Corporation 2025 Omnibus Incentive Plan (the "CNB incentive plan proposal");

COMPENSATION

88% fund support · no official result

FOR 88%12%

The 36 asset managers below cast 88% of the shares they voted on this item FOR (3,606,660 for, 480,066 against).

FOR: 3,606,660 (88.3%)AGAINST: 480,066 (11.7%)

Largest asset managers voting on “a proposal to approve the CNB Financial Corporation 2025 Omnibus Incentive Plan (the "CNB incentive plan propo” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Against	Vote
Vanguard	1,099,479	0	For
Dimensional	896,485	0	For
American Century	0	472,180	Against
Fidelity	418,873	0	For
Royce	300,897	0	For
Columbia Threadneedle	236,459	0	For
HOTCHKIS & WILEY FUNDS /DE/	65,500	0	For
BRIDGEWAY FUNDS INC	64,300	0	For
Equitable	53,253	0	For
WisdomTree	46,096	0	For
TIAA	45,735	0	For
Principal	40,400	0	For
State Street	36,401	3	For
Lincoln Financial	36,080	0	For
Invesco	34,606	0	For
Prudential/PGIM	31,370	0	For
Northern Trust	30,727	0	For
Thrivent	30,702	0	For
AIG/SunAmerica	22,845	0	For
Pacific Life	13,627	7,883	For
Voya	21,093	0	For
Brighthouse	19,909	0	For
First Trust	13,101	0	For
Legg Mason	10,161	0	For
Goldman Sachs	9,865	0	For

Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.

8. a proposal to approve the issuance of common stock, no par value, of CNB ("CNB common stock") pursuant to the Agreement and Plan of Merger (the "merger agreement"), by and among CNB, CNB Bank, a Pennsylvania-chartered nonmember bank and wholly owned subsidiary of CNB ("CNB Bank"), ESSA Bancorp, Inc., a Pennsylvania corporation ("ESSA"), and ESSA Bank & Trust, a Pennsylvania-chartered stock savings

EXTRAORDINARY TRANSACTIONS

100% fund support · no official result

FOR 100%

The 36 asset managers below cast 100% of the shares they voted on this item FOR (4,086,726 for, 0 against).

FOR: 4,086,726 (100.0%)

Largest asset managers voting on “a proposal to approve the issuance of common stock, no par value, of CNB ("CNB common stock") pursuant to the ” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Vote
Vanguard	1,099,479	For
Dimensional	896,485	For
American Century	472,180	For
Fidelity	418,873	For
Royce	300,897	For
Columbia Threadneedle	236,459	For
HOTCHKIS & WILEY FUNDS /DE/	65,500	For
BRIDGEWAY FUNDS INC	64,300	For
Equitable	53,253	For
WisdomTree	46,096	For
TIAA	45,735	For
Principal	40,400	For
State Street	36,404	For
Lincoln Financial	36,080	For
Invesco	34,606	For
Prudential/PGIM	31,370	For
Northern Trust	30,727	For
Thrivent	30,702	For
AIG/SunAmerica	22,845	For
Pacific Life	21,510	For
Voya	21,093	For
Brighthouse	19,909	For
First Trust	13,101	For
Legg Mason	10,161	For
Goldman Sachs	9,865	For

Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.

9. a proposal to ratify the appointment of Forvis Mazars, LLP as CNB's independent registered public accounting firm for the fiscal year ending December 31, 2025 (the "CNB auditor ratification proposal"); and

AUDIT-RELATED

100% fund support · no official result

FOR 100%

The 36 asset managers below cast 100% of the shares they voted on this item FOR (4,086,726 for, 0 against).

FOR: 4,086,726 (100.0%)

Largest asset managers voting on “a proposal to ratify the appointment of Forvis Mazars, LLP as CNB's independent registered public accounting f” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Vote
Vanguard	1,099,479	For
Dimensional	896,485	For
American Century	472,180	For
Fidelity	418,873	For
Royce	300,897	For
Columbia Threadneedle	236,459	For
HOTCHKIS & WILEY FUNDS /DE/	65,500	For
BRIDGEWAY FUNDS INC	64,300	For
Equitable	53,253	For
WisdomTree	46,096	For
TIAA	45,735	For
Principal	40,400	For
State Street	36,404	For
Lincoln Financial	36,080	For
Invesco	34,606	For
Prudential/PGIM	31,370	For
Northern Trust	30,727	For
Thrivent	30,702	For
AIG/SunAmerica	22,845	For
Pacific Life	21,510	For
Voya	21,093	For
Brighthouse	19,909	For
First Trust	13,101	For
Legg Mason	10,161	For
Goldman Sachs	9,865	For

Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.

10. TO APPROVE ONE OR MORE ADJOURNMENTS OF THE ANNUAL MEETING OF SHAREHOLDERS, IF NECESSARY OR APPROPRIATE, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE ANUAL MEETING OF SHAREHOLDERS, OR AT AN ADJOURNMENT OR POSTPONEMENT OF THAT MEETING, TO APPROVE THE CNB SHARE ISSUANCE PROPOSAL.

CORPORATE GOVERNANCE

94% fund support · no official result

FOR 94%

The 22 asset managers below cast 94% of the shares they voted on this item FOR (1,281,368 for, 76,506 against).

FOR: 1,281,368 (94.4%)AGAINST: 76,506 (5.6%)

Largest asset managers voting on “TO APPROVE ONE OR MORE ADJOURNMENTS OF THE ANNUAL MEETING OF SHAREHOLDERS, IF NECESSARY OR APPROPRIATE, TO PER” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Against	Vote
BlackRock	934,372	0	For
EA Series Trust	0	76,506	Against
Charles Schwab	58,442	0	For
SEI	51,922	0	For
TARGET PORTFOLIO TRUST	49,599	0	For
JPMorgan	43,849	0	For
FINANCIAL INVESTORS TRUST	42,886	0	For
QUANTITATIVE MASTER SERIES LLC	33,759	0	For
MASTER INVESTMENT PORTFOLIO	14,043	0	For
Global X	11,655	0	For
Bridge Builder Trust	10,333	0	For
John Hancock	9,551	0	For
RBC FUNDS TRUST	8,890	0	For
Jackson National	6,129	0	For
TRUST FOR PROFESSIONAL MANAGERS	1,526	0	For
GPS Funds I	890	0	For
Allianz	735	0	For
Prudential/PGIM	726	0	For
Nationwide	703	0	For
NORTHERN LIGHTS FUND TRUST II	649	0	For
WILSHIRE MUTUAL FUNDS INC	630	0	For
Advisors' Inner Circle Fund III	79	0	For

11. TO APPROVE THE CNB FINANCIAL CORPORATION 2025 OMNIBUS INCENTIVE PLAN.

COMPENSATION

96% fund support · no official result

FOR 96%

The 22 asset managers below cast 96% of the shares they voted on this item FOR (1,297,133 for, 60,741 against).

FOR: 1,297,133 (95.5%)AGAINST: 60,741 (4.5%)

Largest asset managers voting on “TO APPROVE THE CNB FINANCIAL CORPORATION 2025 OMNIBUS INCENTIVE PLAN.” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Against	Vote
BlackRock	934,372	0	For
EA Series Trust	76,506	0	For
Charles Schwab	58,442	0	For
SEI	51,922	0	For
TARGET PORTFOLIO TRUST	0	49,599	Against
JPMorgan	43,849	0	For
FINANCIAL INVESTORS TRUST	42,886	0	For
QUANTITATIVE MASTER SERIES LLC	33,759	0	For
MASTER INVESTMENT PORTFOLIO	14,043	0	For
Global X	11,655	0	For
Bridge Builder Trust	10,333	0	For
John Hancock	9,551	0	For
RBC FUNDS TRUST	0	8,890	Against
Jackson National	6,129	0	For
TRUST FOR PROFESSIONAL MANAGERS	0	1,526	Against
GPS Funds I	890	0	For
Allianz	735	0	For
Prudential/PGIM	0	726	Against
Nationwide	703	0	For
NORTHERN LIGHTS FUND TRUST II	649	0	For
WILSHIRE MUTUAL FUNDS INC	630	0	For
Advisors' Inner Circle Fund III	79	0	For

12. TO RATIFY FORVIS MAZARS, LLP AS CNB'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

AUDIT-RELATED

100% fund support · no official result

FOR 100%

The 22 asset managers below cast 100% of the shares they voted on this item FOR (1,357,874 for, 0 against).

FOR: 1,357,874 (100.0%)

Largest asset managers voting on “TO RATIFY FORVIS MAZARS, LLP AS CNB'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Vote
BlackRock	934,372	For
EA Series Trust	76,506	For
Charles Schwab	58,442	For
SEI	51,922	For
TARGET PORTFOLIO TRUST	49,599	For
JPMorgan	43,849	For
FINANCIAL INVESTORS TRUST	42,886	For
QUANTITATIVE MASTER SERIES LLC	33,759	For
MASTER INVESTMENT PORTFOLIO	14,043	For
Global X	11,655	For
Bridge Builder Trust	10,333	For
John Hancock	9,551	For
RBC FUNDS TRUST	8,890	For
Jackson National	6,129	For
TRUST FOR PROFESSIONAL MANAGERS	1,526	For
GPS Funds I	890	For
Allianz	735	For
Prudential/PGIM	726	For
Nationwide	703	For
NORTHERN LIGHTS FUND TRUST II	649	For
WILSHIRE MUTUAL FUNDS INC	630	For
Advisors' Inner Circle Fund III	79	For

13. To approve the issuance of shares of common stock, no par value, of CNB pursuant to the Agreement and Plan of Merger (the "merger agreement"), by and among CNB, CNB Bank, ESSA Bancorp, Inc., ("ESSA"), and ESSA Bank & Trust ("ESSA Bank"), dated as of January 9, 2025, pursuant to which (i) ESSA will merge with and into CNB, with CNB as the surviving entity, and (ii) ESSA Bank will merge with and int

EXTRAORDINARY TRANSACTIONSCAPITAL STRUCTURE

100% fund support · no official result

FOR 100%

The 21 asset managers below cast 100% of the shares they voted on this item FOR (1,357,795 for, 0 against).

FOR: 1,357,795 (100.0%)

Largest asset managers voting on “To approve the issuance of shares of common stock, no par value, of CNB pursuant to the Agreement and Plan of ” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Vote
BlackRock	934,372	For
EA Series Trust	76,506	For
Charles Schwab	58,442	For
SEI	51,922	For
TARGET PORTFOLIO TRUST	49,599	For
JPMorgan	43,849	For
FINANCIAL INVESTORS TRUST	42,886	For
QUANTITATIVE MASTER SERIES LLC	33,759	For
MASTER INVESTMENT PORTFOLIO	14,043	For
Global X	11,655	For
Bridge Builder Trust	10,333	For
John Hancock	9,551	For
RBC FUNDS TRUST	8,890	For
Jackson National	6,129	For
TRUST FOR PROFESSIONAL MANAGERS	1,526	For
GPS Funds I	890	For
Allianz	735	For
Prudential/PGIM	726	For
Nationwide	703	For
NORTHERN LIGHTS FUND TRUST II	649	For
WILSHIRE MUTUAL FUNDS INC	630	For

14. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

FOR 100%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (151,693 for, 0 against).

FOR: 151,693 (100.0%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Vote
JPMorgan	126,552	For
Empower	13,000	For
Cornerstone Investment Partners, LLC	6,271	For
TD Waterhouse Canada Inc.	3,825	For
GuideStone	2,045	For

15. Adjourn Meeting

CORPORATE GOVERNANCE

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (15,045 for, 0 against).

FOR: 15,045 (100.0%)

Largest asset managers voting on “Adjourn Meeting” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	13,000	0	0	0	For
GuideStone	2,045	0	0	0	For

16. Approve Omnibus Stock Plan

COMPENSATION

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (15,045 for, 0 against).

FOR: 15,045 (100.0%)

Largest asset managers voting on “Approve Omnibus Stock Plan” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	13,000	0	0	0	For
GuideStone	2,045	0	0	0	For

17. Issue Shares in Connection with Merger

EXTRAORDINARY TRANSACTIONS

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (15,045 for, 0 against).

FOR: 15,045 (100.0%)

Largest asset managers voting on “Issue Shares in Connection with Merger” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	13,000	0	0	0	For
GuideStone	2,045	0	0	0	For

18. Ratify Forvis Mazars, LLP as Auditors

AUDIT-RELATED

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (15,045 for, 0 against).

FOR: 15,045 (100.0%)

Largest asset managers voting on “Ratify Forvis Mazars, LLP as Auditors” at CNB FINANCIAL CORP., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	13,000	0	0	0	For
GuideStone	2,045	0	0	0	For

Largest CNB FINANCIAL CORP. shareholders voting in 2024-2025

Ranked by the number of CNB FINANCIAL CORP. shares each manager voted on the most widely held ballot item of the 2024-2025 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, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	5.26%
2	Dimensional	4.74%
3	American Century	4.51%
4	GEODE CAPITAL MANAGEMENT, LLC	2.23%
5	State Street	2.12%
6	Fidelity	1.98%
7	Royce	1.42%
8	Stieven Capital Advisors, L.P.	1.37%
9	Columbia Threadneedle	1.11%
10	HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC	0.99%

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 2024-2025 proxy season
Holder	% outstanding	Disclosure
BlackRock	8.33%	13F
Vanguard Group	5.22%	13F
Dimensional Fund Advisors	4.90%	13F
Wellington Management	4.10%	13F
Geode Capital	2.27%	13F
State Street	2.04%	13F
Northern Trust	0.94%	13F
JPMorgan Chase	0.85%	13F
Morgan Stanley	0.75%	13F
Jeffrey S. Powell	0.67%	DEF14A

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 2024-2025 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 2025-04-15, in the 2024-2025 proxy season, 174 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,570 separate fund positions. Their filings are grouped here into 18 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 — a non-binding advisory resolution to approve the compensation of CNB's named executive officers… — the reporting funds cast 87% 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 · 2024-2025 (this page) · 2025-2026.