Summary of MID PENN BANCORP INC

Change in Directors or Principal Officers, Submission of Matters to a Vote o

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

At the Annual Meeting of Shareholders of Mid Penn Bancorp, Inc. (the "Company"), held on May 1, 2012, Edwin D. Schlegel, Chairman, and Donald E. Sauve retired from the Board of Directors of the Company.

On the same date, at the corporate organization meeting held following the Annual Meeting of Shareholders, Robert C. Grubic was appointed Chairman, and William A. Specht, III was appointed Vice-Chairman of the Board of Directors of the Company.

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

On May 1, 2012, Mid Penn Bancorp, Inc. (the "Company") held its 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 described in the Proxy Statement dated March 26, 2012.

The proposals voted on and approved or disapproved by the shareholders of the Company at the Annual Meeting were as follows:

Proposal No. 1. The Company's shareholders elected three individuals to serve as Class B members of the Board of Directors to serve for a three-year term and until their successors are elected and qualified, as set forth below:

                     Votes      Votes      Broker
Name                  For      Withheld   Non-Votes
Steven T. Boyer    2,399,207    39,298     682,074
Jere M. Coxon      2,413,368    25,136     682,074
Rory G. Ritrievi   2,389,393    49,111     682,074

Proposal No. 2. The Company's shareholders ratified a non-binding proposal to approve the executive compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure (together with the accompanying narrative disclosure) regarding the named executive officers in the Company's Proxy Statement, as set forth below:

  Votes      Votes                   Broker
   For      Against   Abstentions   Non-Votes
2,124,908   239,552     74,044       682,075

Proposal No. 3. The Company's shareholders ratified the appointment of ParenteBeard LLC, of Harrisburg, Pennsylvania, as the Company's independent registered public accounting firm for the year ending December 31, 2012, as set forth below:

  Votes      Votes                   Broker
   For      Against   Abstentions   Non-Votes
3,092,409   16,593        11,576        -