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ORRSTOWN FINANCIAL SERVICES INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and ORRSTOWN FINANCIAL SERVICES INC.’s Form 8-K, filed 2025-05-07 (Item 5.07 on EDGAR). Page generated 04 October 2026.

9Reported items
166Asset managers
1,546Fund votes
2025-05-06Meeting date

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

Explore ORRSTOWN FINANCIAL SERVICES INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by ORRSTOWN FINANCIAL SERVICES INC.

These tallies are ORRSTOWN FINANCIAL SERVICES INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-05-07 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

ORRSTOWN FINANCIAL SERVICES INC. — official shareholder meeting results, meeting held 2025-05-06
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Barbara E. Brobst	12,110,740	--	--	391,587	2,526,007	Majority: yes
Elect Director: Mark K. Keller	11,803,383	--	--	698,944	2,526,007	Majority: yes
Elect Director: J. Rodney Messick	11,131,762	--	--	1,370,565	2,526,007	Majority: yes
Elect Director: Thomas R. Quinn, Jr.	11,955,552	--	--	546,775	2,526,007	Majority: yes
Elect Director: Michael J. Rice	10,809,103	--	--	1,693,224	2,526,007	Majority: yes

Source: ORRSTOWN FINANCIAL SERVICES INC., Form 8-K, filed with the SEC on 2025-05-07 — read the filing on EDGAR.

How asset managers voted at the ORRSTOWN FINANCIAL SERVICES INC. 2024-2025 meeting

Each item below shows how the 166 asset managers that disclosed a ORRSTOWN FINANCIAL SERVICES INC. 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 ORRSTOWN FINANCIAL SERVICES INC.’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 approve a non-binding advisory vote regarding the compensation paid to our Named Executive Officers ("Say-On-Pay");

SECTION 14A SAY-ON-PAY VOTES

Combines 7 wordings of this item as funds reported it.

92% fund support · no official result

FOR 91%8%

The 157 asset managers below cast 92% of the shares they voted on this item FOR (9,609,254 for, 842,155 against).

FOR: 9,609,254 (91.4%)AGAINST: 842,155 (8.0%)ABSTAIN: 56,749 (0.5%)

Largest asset managers voting on “To approve a non-binding advisory vote regarding the compensation paid to our Named Executive Officers ("Say-O” at ORRSTOWN FINANCIAL SERVICES INC., 2024-2025
Asset manager	For	Against	Vote
BlackRock	1,439,495	555	For
Fourthstone LLC	1,379,981	0	For
Vanguard	1,054,520	0	For
Fidelity	390,607	353,209	For
Dimensional	739,786	0	For
John Hancock	456,569	0	For
American Century	454,358	0	For
GEODE CAPITAL MANAGEMENT, LLC	434,433	0	For
State Street	412,937	4,817	For
Charles Schwab	320,174	0	For
Renaissance	213,496	0	For
ProShares	200,066	0	For
Northern Trust	158,531	1,158	For
Two Sigma	152,115	0	For
SEI	135,397	0	For
Petiole USA ltd	0	133,216	Against
AllianceBernstein	126,156	0	For
SALZHAUER MICHAEL	106,720	0	For
ORRSTOWN FINANCIAL SERVICES INC	85,653	0	For
Invesco	82,432	0	For
BRIDGEWAY CAPITAL MANAGEMENT, LLC	0	81,143	Against
BRIDGEWAY FUNDS INC	0	81,143	Against
EA Series Trust	0	80,741	Against
BANK OF AMERICA NA	76,413	0	For
MELLON INVESTMENTS Corp	65,173	0	For

Showing the 25 largest of 157 asset managers. See all 157 in the interactive database.

2. To elect five Class B director nominees to serve on our Board of Directors for a three-year term expiring in 2028: Barbara E. Brobst

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 12,110,740WITHHELD: 391,587

ORRSTOWN FINANCIAL SERVICES INC.’s own tally for this item (“Elect Director: Barbara E. Brobst”): 12,110,740 for, 391,587 withheld, per its Form 8-K filed 2025-05-07 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 19,509,642 outstanding shares: 62% for, 2% withheld (64% of the company cast a for/withheld vote).

The 55 asset managers below cast 100% of the shares they voted on this item FOR (4,475,091 for, 0 against).

FOR 99%

FOR: 4,475,091 (98.6%)ABSTAIN: 61,800 (1.4%)

Largest asset managers voting on “To elect five Class B director nominees to serve on our Board of Directors for a three-year term expiring in 2” at ORRSTOWN FINANCIAL SERVICES INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	1,006,160	0	For
BlackRock	800,008	0	For
Dimensional	657,187	0	For
Fidelity	527,767	0	For
American Century	224,118	0	For
John Hancock	217,871	0	For
ProShares	200,066	0	For
Charles Schwab	160,063	0	For
BRIDGEWAY FUNDS INC	81,143	0	For
EA Series Trust	80,741	0	For
SEI	67,471	0	For
FINANCIAL INVESTORS TRUST	0	61,798	Abstain
Equitable	52,443	0	For
Invesco	36,390	0	For
TIAA	33,996	0	For
QUANTITATIVE MASTER SERIES LLC	31,639	0	For
WisdomTree	31,218	0	For
Thrivent	24,512	0	For
State Street	22,892	2	For
Pacific Life	16,790	0	For
JPMorgan	15,876	0	For
Lincoln Financial	14,962	0	For
Principal Exchange-Traded Funds	13,589	0	For
RBC FUNDS TRUST	13,525	0	For
AIG/SunAmerica	13,283	0	For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

3. To elect five Class B director nominees to serve on our Board of Directors for a three-year term expiring in 2028: J. Rodney Messick

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%11%

FOR: 11,131,762WITHHELD: 1,370,565

ORRSTOWN FINANCIAL SERVICES INC.’s own tally for this item (“Elect Director: J. Rodney Messick”): 11,131,762 for, 1,370,565 withheld, per its Form 8-K filed 2025-05-07 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 19,509,642 outstanding shares: 57% for, 7% withheld (64% of the company cast a for/withheld vote).

The 55 asset managers below cast 100% of the shares they voted on this item FOR (3,589,822 for, 0 against).

FOR 79%ABSTAIN 21%

FOR: 3,589,822 (79.1%)ABSTAIN: 947,069 (20.9%)

Largest asset managers voting on “To elect five Class B director nominees to serve on our Board of Directors for a three-year term expiring in 2” at ORRSTOWN FINANCIAL SERVICES INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	1,006,160	0	For
BlackRock	800,008	0	For
Dimensional	0	657,187	Abstain
Fidelity	390,607	137,160	For
American Century	224,118	0	For
John Hancock	217,371	500	For
ProShares	200,066	0	For
Charles Schwab	160,063	0	For
BRIDGEWAY FUNDS INC	81,143	0	For
EA Series Trust	0	80,741	Abstain
SEI	67,471	0	For
FINANCIAL INVESTORS TRUST	0	61,798	Abstain
Equitable	52,443	0	For
Invesco	36,390	0	For
TIAA	33,996	0	For
QUANTITATIVE MASTER SERIES LLC	31,639	0	For
WisdomTree	31,218	0	For
Thrivent	24,512	0	For
State Street	22,894	0	For
Pacific Life	16,790	0	For
JPMorgan	15,876	0	For
Lincoln Financial	13,600	1,362	For
Principal Exchange-Traded Funds	13,589	0	For
RBC FUNDS TRUST	13,525	0	For
AIG/SunAmerica	13,283	0	For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

4. To elect five Class B director nominees to serve on our Board of Directors for a three-year term expiring in 2028: Mark K. Keller

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 11,803,383WITHHELD: 698,944

ORRSTOWN FINANCIAL SERVICES INC.’s own tally for this item (“Elect Director: Mark K. Keller”): 11,803,383 for, 698,944 withheld, per its Form 8-K filed 2025-05-07 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 19,509,642 outstanding shares: 61% for, 4% withheld (64% of the company cast a for/withheld vote).

The 55 asset managers below cast 100% of the shares they voted on this item FOR (4,316,859 for, 0 against).

FOR 95%

FOR: 4,316,859 (95.2%)ABSTAIN: 220,032 (4.8%)

Largest asset managers voting on “To elect five Class B director nominees to serve on our Board of Directors for a three-year term expiring in 2” at ORRSTOWN FINANCIAL SERVICES INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	1,006,160	0	For
BlackRock	800,008	0	For
Dimensional	657,187	0	For
Fidelity	390,607	137,160	For
American Century	224,118	0	For
John Hancock	217,871	0	For
ProShares	200,066	0	For
Charles Schwab	160,063	0	For
BRIDGEWAY FUNDS INC	81,143	0	For
EA Series Trust	80,741	0	For
SEI	67,471	0	For
FINANCIAL INVESTORS TRUST	0	61,798	Abstain
Equitable	33,313	19,130	For
Invesco	36,390	0	For
TIAA	33,996	0	For
QUANTITATIVE MASTER SERIES LLC	31,639	0	For
WisdomTree	31,218	0	For
Thrivent	24,512	0	For
State Street	22,892	2	For
Pacific Life	16,790	0	For
JPMorgan	15,876	0	For
Lincoln Financial	14,962	0	For
Principal Exchange-Traded Funds	13,589	0	For
RBC FUNDS TRUST	13,525	0	For
AIG/SunAmerica	13,283	0	For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

5. To elect five Class B director nominees to serve on our Board of Directors for a three-year term expiring in 2028: Michael J. Rice

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%14%

FOR: 10,809,103WITHHELD: 1,693,224

ORRSTOWN FINANCIAL SERVICES INC.’s own tally for this item (“Elect Director: Michael J. Rice”): 10,809,103 for, 1,693,224 withheld, per its Form 8-K filed 2025-05-07 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 19,509,642 outstanding shares: 55% for, 9% withheld (64% of the company cast a for/withheld vote).

The 55 asset managers below cast 100% of the shares they voted on this item FOR (3,530,366 for, 0 against).

FOR 78%ABSTAIN 22%

FOR: 3,530,366 (77.8%)ABSTAIN: 1,006,525 (22.2%)

Largest asset managers voting on “To elect five Class B director nominees to serve on our Board of Directors for a three-year term expiring in 2” at ORRSTOWN FINANCIAL SERVICES INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	1,006,160	0	For
BlackRock	800,008	0	For
Dimensional	0	657,187	Abstain
Fidelity	390,607	137,160	For
American Century	224,118	0	For
John Hancock	217,371	500	For
ProShares	200,066	0	For
Charles Schwab	160,063	0	For
BRIDGEWAY FUNDS INC	81,143	0	For
EA Series Trust	0	80,741	Abstain
SEI	67,471	0	For
FINANCIAL INVESTORS TRUST	0	61,798	Abstain
Equitable	52,443	0	For
Invesco	0	36,390	Abstain
TIAA	33,996	0	For
QUANTITATIVE MASTER SERIES LLC	31,639	0	For
WisdomTree	31,218	0	For
Thrivent	24,512	0	For
State Street	22,894	0	For
Pacific Life	16,790	0	For
JPMorgan	15,876	0	For
Lincoln Financial	13,600	1,362	For
Principal Exchange-Traded Funds	13,589	0	For
RBC FUNDS TRUST	0	13,525	Abstain
AIG/SunAmerica	13,283	0	For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

6. To elect five Class B director nominees to serve on our Board of Directors for a three-year term expiring in 2028: Thomas R. Quinn, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 11,955,552WITHHELD: 546,775

ORRSTOWN FINANCIAL SERVICES INC.’s own tally for this item (“Elect Director: Thomas R. Quinn, Jr.”): 11,955,552 for, 546,775 withheld, per its Form 8-K filed 2025-05-07 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 19,509,642 outstanding shares: 61% for, 3% withheld (64% of the company cast a for/withheld vote).

The 55 asset managers below cast 100% of the shares they voted on this item FOR (4,335,989 for, 0 against).

FOR 96%

FOR: 4,335,989 (95.6%)ABSTAIN: 200,902 (4.4%)

Largest asset managers voting on “To elect five Class B director nominees to serve on our Board of Directors for a three-year term expiring in 2” at ORRSTOWN FINANCIAL SERVICES INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	1,006,160	0	For
BlackRock	800,008	0	For
Dimensional	657,187	0	For
Fidelity	390,607	137,160	For
American Century	224,118	0	For
John Hancock	217,871	0	For
ProShares	200,066	0	For
Charles Schwab	160,063	0	For
BRIDGEWAY FUNDS INC	81,143	0	For
EA Series Trust	80,741	0	For
SEI	67,471	0	For
FINANCIAL INVESTORS TRUST	0	61,798	Abstain
Equitable	52,443	0	For
Invesco	36,390	0	For
TIAA	33,996	0	For
QUANTITATIVE MASTER SERIES LLC	31,639	0	For
WisdomTree	31,218	0	For
Thrivent	24,512	0	For
State Street	22,892	2	For
Pacific Life	16,790	0	For
JPMorgan	15,876	0	For
Lincoln Financial	14,962	0	For
Principal Exchange-Traded Funds	13,589	0	For
RBC FUNDS TRUST	13,525	0	For
AIG/SunAmerica	13,283	0	For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

7. To approve the Orrstown Financial Services, Inc. 2025 Stock Incentive Plan; and

COMPENSATION

Combines 2 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 (4,291,975 for, 243,767 against).

FOR: 4,291,975 (94.6%)AGAINST: 243,767 (5.4%)

Largest asset managers voting on “To approve the Orrstown Financial Services, Inc. 2025 Stock Incentive Plan; and” at ORRSTOWN FINANCIAL SERVICES INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	1,006,160	0	For
BlackRock	800,008	0	For
Dimensional	657,187	0	For
Fidelity	527,767	0	For
American Century	0	224,118	Against
John Hancock	217,871	0	For
ProShares	200,066	0	For
Charles Schwab	160,063	0	For
BRIDGEWAY FUNDS INC	81,143	0	For
EA Series Trust	80,741	0	For
SEI	67,471	0	For
FINANCIAL INVESTORS TRUST	61,798	0	For
Equitable	52,443	0	For
Invesco	36,390	0	For
TIAA	33,996	0	For
QUANTITATIVE MASTER SERIES LLC	31,639	0	For
WisdomTree	31,218	0	For
Thrivent	24,512	0	For
State Street	22,892	2	For
Pacific Life	11,508	5,282	For
JPMorgan	15,876	0	For
Lincoln Financial	14,962	0	For
Principal Exchange-Traded Funds	13,589	0	For
RBC FUNDS TRUST	0	13,525	Against
AIG/SunAmerica	13,283	0	For

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

8. TO RATIFY THE AUDIT COMMITTEE'S SELECTION OF CROWE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

AUDIT-RELATED

98% fund support · no official result

FOR 98%

The 54 asset managers below cast 98% of the shares they voted on this item FOR (4,454,999 for, 80,743 against).

FOR: 4,454,999 (98.2%)AGAINST: 80,743 (1.8%)

Largest asset managers voting on “TO RATIFY THE AUDIT COMMITTEE'S SELECTION OF CROWE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTI” at ORRSTOWN FINANCIAL SERVICES INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	1,006,160	0	For
BlackRock	800,008	0	For
Dimensional	657,187	0	For
Fidelity	527,767	0	For
American Century	224,118	0	For
John Hancock	217,871	0	For
ProShares	200,066	0	For
Charles Schwab	160,063	0	For
BRIDGEWAY FUNDS INC	81,143	0	For
EA Series Trust	0	80,741	Against
SEI	67,471	0	For
FINANCIAL INVESTORS TRUST	61,798	0	For
Equitable	52,443	0	For
Invesco	36,390	0	For
TIAA	33,996	0	For
QUANTITATIVE MASTER SERIES LLC	31,639	0	For
WisdomTree	31,218	0	For
Thrivent	24,512	0	For
State Street	22,892	2	For
Pacific Life	16,790	0	For
JPMorgan	15,876	0	For
Lincoln Financial	14,962	0	For
Principal Exchange-Traded Funds	13,589	0	For
RBC FUNDS TRUST	13,525	0	For
AIG/SunAmerica	13,283	0	For

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

9. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTESCOMPENSATION

95% fund support · no official result

FOR 95%

The 5 asset managers below cast 95% of the shares they voted on this item FOR (22,460 for, 1,149 against).

FOR: 22,460 (95.1%)AGAINST: 1,149 (4.9%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at ORRSTOWN FINANCIAL SERVICES INC., 2024-2025
Asset manager	For	Against	Vote
JPMorgan	22,118	0	For
HC CAPITAL TRUST	0	1,149	Against
Select Asset Management & Trust	300	0	For
Coyle Financial Counsel LLC	21	0	For
SIERRA SUMMIT ADVISORS LLC	21	0	For

Largest ORRSTOWN FINANCIAL SERVICES INC. shareholders voting in 2024-2025

Ranked by the number of ORRSTOWN FINANCIAL SERVICES INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 19,509,642 shares outstanding at the time of that meeting.

Top ORRSTOWN FINANCIAL SERVICES INC. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	BlackRock	7.38%
2	Fourthstone LLC	7.07%
3	Vanguard	5.41%
4	Fidelity	3.81%
5	Dimensional	3.79%
6	John Hancock	2.34%
7	American Century	2.33%
8	GEODE CAPITAL MANAGEMENT, LLC	2.23%
9	State Street	2.14%
10	Charles Schwab	1.64%

Reported ORRSTOWN FINANCIAL SERVICES INC. ownership

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

ORRSTOWN FINANCIAL SERVICES INC. beneficial owners on record for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
BlackRock	7.51%	13F
Vanguard Group	5.38%	13F
Fourthstone LLC	4.61%	13G
Dimensional Fund Advisors	3.73%	13F
State Street	2.91%	13F
Geode Capital	2.28%	13F
Millennium Management	1.69%	13F
Renaissance Technologies	1.35%	13F
FMR (Fidelity)	1.14%	13F
Morgan Stanley	0.91%	13F

Percentages above are of 19,509,642 shares outstanding, as reported by ORRSTOWN FINANCIAL SERVICES INC. on its Form 10-Q dated 2025-03-31 (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 ORRSTOWN FINANCIAL SERVICES INC.’s 10-Q dated 2025-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At ORRSTOWN FINANCIAL SERVICES INC.'s shareholder meeting held 2025-05-06, in the 2024-2025 proxy season, 166 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,546 separate fund positions. Their filings are grouped here into 9 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. ORRSTOWN FINANCIAL SERVICES INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — To approve a non-binding advisory vote regarding the compensation paid to our Named Executive… — the reporting funds cast 92% 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.

ORRSTOWN FINANCIAL SERVICES INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.