{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-23-012320","form_type":"8-K","ticker":"FDBC","cik":"0001098151","company_name":"FIDELITY D & D BANCORP INC","filed_at":"2023-05-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:37.934508+00:00","generated_at":"2026-06-16T00:09:54.072623+00:00","sec_items":["5.02","5.07","7.01","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"medium","headline":"Director Kristin O'Donnell resigns; annual meeting elects board, ratifies auditor","bullets":["Kristin D. O'Donnell resigned from boards of Fidelity D&D and its bank effective May 2, 2023, after serving since 2012.","At annual meeting, Class B directors William Joyce, Kristin O'Donnell, and Alan Silverman were elected; O'Donnell resigned same day.","Shareholders ratified RSM US LLP as independent auditor for FY2023 with 4.19M votes for.","Management presentation furnished as Exhibit 99.1; no specific financial data available in filing text."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-23-012320","json":"https://secwatch.observer/filing/0001437749-23-012320.json","markdown":"https://secwatch.observer/filing/0001437749-23-012320.md","text":"https://secwatch.observer/filing/0001437749-23-012320.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1098151/000143774923012320/0001437749-23-012320-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1098151/000143774923012320/fdbc20230501_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T00:09:54.072623+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"df818d64ea","claim":"Kristin D. O'Donnell resigned as Class B Director at FIDELITY D & D BANCORP INC.","evidence_excerpt":"Kristin D. O'Donnell, a Class B Director, resigned, effective May 2, 2023, from the Boards of Directors of Fidelity D & D Bancorp, Inc. (the “Corporation”) and The Fidelity Deposit and Discount Bank (the “Bank”), the Corporation’s wholly-owned subsidiary.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1098151/000143774923012320/0001437749-23-012320-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Class B Director"}],"fact_type":"executive_change"},{"claim_id":"5dfade4f4d32c2ca5bf88af438533b7d1a7ad240","claim":"FIDELITY D & D BANCORP INC shareholders approved To ratify the selection of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-02 meeting.","evidence_excerpt":"To ratify the selection of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. The proposal received the following votes: Votes for Votes against Votes abstain Broker non-votes 4,194,139 1,905 9,341 -","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1098151/000143774923012320/0001437749-23-012320-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-02"}],"fact_type":"shareholder_vote"},{"claim_id":"f3262c62a1c36f7528663203411f5f1b57a4b628","claim":"FIDELITY D & D BANCORP INC shareholders approved Election of three Class B Directors to serve for a three-year term and until their successors are properly elected and qualified at the 2023-05-02 meeting.","evidence_excerpt":"Election of three Class B Directors to serve for a three-year term and until their successors are properly elected and qualified: Votes for Votes withheld Broker non-votes William J. Joyce, Sr. 2,791,760 288,443 1,125,182 Kristin D. O'Donnell 2,749,130 331,073 1,125,182 Alan Silverman 3,003,707 76,496 1,125,182","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1098151/000143774923012320/0001437749-23-012320-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-02"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}