Item 5.07 Submission of Matters to a Vote of Security Holders

On May 23, 2023, QNB Corp. (the "Company") held its 2023 Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Company voted on the following proposals stated in the Proxy Statement dated April 11, 2023.

As of the record date for the Annual Meeting, holders of a total of 3,588,262 shares of the Company's Common Stock were entitled to vote on the matters considered at the Annual Meeting. The proposals voted on and a record of the vote on each matter presented to the shareholders of the Company at the Annual Meeting were as follows:

Proposal No. 1: Election of Class II Directors to serve a term of three years and until their successors are elected:



        Name            Votes For   Votes Withheld   Broker Non-Votes
Laurie A. Bergman       1,945,574      213,431           436,477
Randy S. Bimes          1,923,550      235,455           436,477
Kenneth F. Brown, Jr.   1,931,103      227,902           436,477
W. Randall Stauffer     1,932,100      226,905           436,477

Proposal No. 2: To approve the QNB Corp. 2023 Non-Employee Director Stock Compensation Plan:



Votes For   Votes Against   Abstain   Broker Non-Votes
1,936,832      190,102       32,071       436,477

Proposal No. 3: To ratify the appointment of Baker Tilly US, LLP as QNB's independent registered public accounting firm for 2023:



Votes For   Votes Against   Abstain
2,550,022       16,819       28,641

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