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MID PENN BANCORP INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure

May 6, 2014



ITEM 5.07Submission of Matters to a Vote of Security Holders.

On May 6, 2014, Mid Penn Bancorp, Inc. (the "Corporation") held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Corporation voted on the following proposals described in the Proxy Statement dated March 27, 2014.

The proposals voted on and approved or disapproved by the shareholders of the Corporation at the Annual Meeting were as follows:

Proposal No. 1. The Corporation's shareholders elected four individuals to serve as Class A members of the Board of Directors to serve for a three-year term and until their successors are elected and qualified, as set forth below:

Votes Votes Broker Name For Withheld Non-Votes Matthew G. DeSoto 2,357,984 78,732 417,656 Robert C. Grubic 2,226,811 209,905 417,656 Gregory M. Kerwin 2,382,515 54,201 417,656 John E. Noone 2,216,396 220,320 417,656



Proposal No. 2. The Corporation's shareholders ratified a non-binding proposal to approve the executive compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure (together with the accompanying narrative disclosure) regarding the named executive officers in the Corporation's Proxy Statement, as set forth below:

Votes Votes Broker For Against Abstentions Non-Votes 2,110,461 248,500 77,754 417,657



Proposal No. 3. The Corporation's shareholders ratified the appointment of BDO USA, LLP, of Harrisburg, Pennsylvania, as the Corporation's independent registered public accounting firm for the year ending December 31, 2014, as set forth below:

Votes Votes Broker For Against Abstentions Non-Votes 2,796,529 7,031 50,812 -



Proposal No. 4. The Corporation's shareholders approved the Mid Penn Bancorp, Inc. 2014 Restricted Stock Plan, as set forth below:

Votes Votes Broker For Against Abstentions Non-Votes 2,097,501 327,478 11,736 417,657



Item 7.01Regulation FD Disclosure.

The slides used and presented at the Annual Meeting of Shareholders are attached hereto as Exhibit 99.1.

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Source: Edgar Glimpses


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