Item 5.02 Departure of Directors or Principal Officers; Election of Directors;

Appointment of Principal Officers.

(b) Departure of Directors

Effective as of the July 8, 2021 Annual Meeting of Shareholders, Marlene K. Sample retired as a director of Riverview Financial Corporation (the "Company") and Riverview Bank (the "Bank") in accordance with the terms of Riverview's Bylaws, which does not permit the nomination of any individual as a director who attains the age of 70 years on or before the date of the Annual Meeting.

The Board of Directors voted unanimously to eliminate the board seat previously occupied by Mrs. Sample, and as a result, the full size of the Board will be reduced to ten (10) members, effective as of the July 8, 2021 Annual Meeting.

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

The Company held its Annual Meeting of Shareholders (the "Annual Meeting") on July 8, 2021 as an audio webcast, at which the Company's shareholders were asked to vote on the following issues: (1) the election of three (3) Class 2 directors to serve a three-year term ending in 2024; (2) to approve an advisory, non-binding resolution regarding executive compensation ("Say on Pay Vote"); (3) to approve an advisory, non-binding proposal on the frequency of future advisory votes regarding executive compensation ("Frequency Say on Pay Vote"); and (4) the ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021.

The Board of Directors approved April 16, 2021 as the Annual Meeting record date for the determination of those shareholders that were entitled to receive notice and vote at the Annual Meeting. As of the record date, there were 9,350,961 issued and outstanding shares of no par value common stock. A total of 6,254,396 shares of common stock were voted at the Annual Meeting either in person or by proxy.

The following is a summary of the voting results for the matters presented to the shareholders:

Proposal 1 - Election of Directors.





                                           Broker
Nominee               For      Withheld   Non-Votes
Paula M. Cherry    4,365,786   436,347    1,452,263
Joseph D. Kerwin   4,305,188   496,945    1,452,263
Timothy E. Resh    4,455,467   346,666    1,452,263

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Proposal 2 - Advisory vote regarding executive compensation ("Say on Pay").





                                 Broker
   For      Against   Abstain   Non-Votes
4,507,016   205,605   89,512    1,452,263

Proposal 3 - Advisory vote on the frequency of future advisory votes regarding executive compensation ("Frequency Say on Pay Vote").





   One       Two                                  Broker
  Year      Years    Three Years   Abstentions   Non-Votes
1,525,970   54,828    3,175,050      46,285      1,452,263

Holders of approximately 34% of the outstanding shares voted in favor of offering future Say on Pay votes to the Company's shareholders every three years, which was also the Board of Directors' recommendation. In light of the shareholder votes, and upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors determined that future Say on Pay votes will be presented to the shareholders every three (3) years. Thus, the next shareholder Say on Pay vote will be presented at the Company's 2024 annual meeting.

Proposal 4 - Ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021.





   For      Against   Abstain
6,213,496   12,357    28,543

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