---
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"
generated_at: "2026-06-16T00:09:54.072623+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "medium"
source: SEC EDGAR
---

# Director Kristin O'Donnell resigns; annual meeting elects board, ratifies auditor

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: medium
- sec_items: 5.02, 5.07, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-012320
- JSON: https://secwatch.observer/filing/0001437749-23-012320.json
- Plain text: https://secwatch.observer/filing/0001437749-23-012320.txt

## Key facts
- Executive change
  Kristin D. O'Donnell resigned as Class B Director at FIDELITY D & D BANCORP INC.
  - Action: resigned
  - Role: Class B Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1098151/000143774923012320/0001437749-23-012320-index.htm
- Shareholder Votes
  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.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-02
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1098151/000143774923012320/0001437749-23-012320-index.htm
- Shareholder Votes
  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.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-02
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1098151/000143774923012320/0001437749-23-012320-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.