Summary of DNB FINANCIAL CORP /PA/

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

On April 25, 2012, the Company held its annual meeting of shareholders. At the annual meeting, three matters were submitted to a vote of shareholders: (1) the election of two nominees to the Board of Directors of the Company for terms expiring in 2015; (2) the approval of Amendments to the 1995 Stock Option Plan to increase the number of shares for which options may be granted thereunder, as well as other modifications, and (3) the ratification of the selection of ParenteBeard LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012. The number of votes cast for, against, or withheld as to each such matter or nominee, as well as the number of abstentions as to each such matter or nominee, are set forth below.

Proposal 1 - Election of Directors

Nominee              FOR       WITHHELD
Thomas A. Fillippo   1,811,283   54,654
James J. Koegel      1,810,702   55,235

Proposal 2 - Proposal to amend and restate the Company's Amended and Restated 1995 Stock Option Plan to increase the number of shares for which options may be granted thereunder, as well as other modifications

FOR AGAINST ABSTAIN 1,482,454 361,514 21,969

Proposal 3 - Ratification of ParenteBeard, LLP as the registered public accounting firm for the fiscal year ending December 31, 2012

FOR AGAINST ABSTAIN 2,186,382 65,916 7,571