Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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. Mrs. O'Donnell has served as a member of the Corporation's and the Bank's Boards of Directors since 2012.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the annual meeting of shareholders held on May 2, 2023, the judge of election made the report concerning the results of balloting. Holders of 4,205,385 shares of common stock, representing 73% of the total number of shares outstanding, were represented electronically or by proxy at the 2023 annual meeting of shareholders. The following proposals were submitted by the Board of Directors to a vote of security holders:

(1) 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

Based on the votes set forth above, the foregoing persons were duly elected to serve as directors for a term expiring at the annual meeting of shareholders in 2026 and until their respective successors have been duly elected and qualified.

In addition to the above elected Class B Directors, at the conclusion of its annual meeting, the Company's Board of Directors consisted of: John T. Cognetti, Michael J. McDonald, Esquire and HelenBeth G. Vilcek, as Class A Directors whose terms expire in 2024, and Brian J. Cali, Esquire, Richard M. Hotchkiss, Daniel J. Santaniello and Paul C. Woelkers, as Class C Directors whose terms expire in 2025.

(2) 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               -

Based on the votes set forth above, the appointment of RSM US LLP as the independent registered public accounting firm to serve for the year ending December 31, 2023 was duly ratified by the shareholders.

Item 7.01 Regulation FD Disclosure

On May 2, 2023, executive management of Fidelity D & D Bancorp, Inc. delivered a presentation at the Company's Annual Meeting of Shareholders. A copy of the presentation is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits


  Exhibit Number    Description

       99.1           Presentation at the Company's Annual Shareholder meeting on
                    May 2, 2023.

        104         Cover Page Interactive Data File (embedded within the Inline
                    XBRL document)

The information in this Item 9.01 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

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