FARMERS NATIONAL BANC CORP /OH/ false 0000709337 0000709337 2023-04-20 2023-04-20

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 20, 2023

 

 

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Ohio   001-35296   34-1371693

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

20 South Broad Street, P.O. Box 555, Canfield, Ohio   44406-0555
(Address of principal executive offices)   (Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

   

Trading

Symbol

   

Name of each exchange

on which registered

Common Stock, No Par Value    FMNB    The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On April 20, 2023, the Company held its 2023 Annual Meeting of Shareholders (“2023 Annual Meeting”) for the purposes of: (1) electing four Class I directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2026; (2) conducting a non-binding advisory vote on the frequency of holding an advisory vote on the compensation of the Company’s named executive officers, (3) considering and voting upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; and (4) considering and voting upon a proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. As of the close of business on March 7, 2023, the record date for the 2023 Annual Meeting, 37,909,387 common shares were outstanding and entitled to vote. At the Annual Meeting, 28,349,604 or approximately 74.81%, of the outstanding common shares entitled to vote were represented in person or by proxy, including 6,224,045 broker non-votes. The results of the voting at the 2023 Annual Meeting are as follows:

Proposal 1: The Company’s shareholders elected the following nominees for director to serve a three-year term ending at the 2026 Annual Meeting of Shareholders:

 

Name

  

Votes For

  

Votes Withheld

  

Broker Non-Votes

Gregory C. Bestic

   21,075,820   1,057,852   6,224,045

Kevin J. Helmick

   19,899,768   2,235,791   6,224,045

Neil J. Kaback

   21,457,871   677,688   6,224,045

Terry A. Moore

   15,975,748   6,159,811   6,224,045

Proposal 2: The Company’s shareholders recommended, on an advisory basis, a frequency of “one year” for holding future advisory votes on executive compensation:

 

1 Year

  

2 Years

  

3 Years

  

Abstain

  

Broker Non-Votes

17,375,478   824,043   1,699,937   2,236,100   6,224,045

Based on the voting results with respect to the advisory vote under Proposal 2 on the frequency of future advisory votes on executive compensation, the Company will continue its policy to submit an advisory vote to shareholders on an annual basis to approve the Company’s compensation for its executive officers as set forth in the Company’s proxy statement for each year.

Proposal 3: The Company’s shareholders approved an advisory vote on the 2022 compensation paid to the Company’s named executive officers, with 82.90% of shares voted being cast in favor of the proposal:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

18,352,890   1,226,154   2,556,516   6,224,045

Proposal 4: The Company’s shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

27,987,266   140,172   232,166   0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Farmers National Banc Corp.
By:  

/s/ Kevin J. Helmick

Kevin J. Helmick
President and Chief Executive Officer

Date: April 21, 2023

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