ACNB Corporation (NASDAQ:ACNB) Files An 8-K Submission of Matters to a Vote of Security Holders

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ACNB Corporation (NASDAQ:ACNB) Files An 8-K Submission of Matters to a Vote of Security Holders
ITEM 5.07 Submission of Matters to a Vote of Security Holders

On May1, 2018, ACNB Corporation (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 7,023,658 shares of the Company’s common stock were entitled to vote as of March12, 2018, the record date for the Annual Meeting. There were 5,345,307 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on thirteen (13) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.

Proposal No.1 — To Fix the Number of Directors

The shareholders voted to fix the number of the Company’s Directors at fifteen (15). The results of the vote were as follows:

For

Against

Abstain

BrokerNon-Votes

3,395,030

116,735

25,411

1,808,131

Proposal No.2 — To Fix the Number of Class1 Directors

The shareholders voted to fix the number of Class1 Directors at five (5). The results of the vote were as follows:

For

Against

Abstain

Broker Non-Votes

3,390,182

118,717

28,277

1,808,131

Proposal No.3 — To Fix the Number of Class2 Directors

The shareholders voted to fix the number of Class2 Directors at six (6). The results of the vote were as follows:

For

Against

Abstain

BrokerNon-Votes

3,385,132

122,015

30,029

1,808,131

Proposal No.4 — To Fix the Number of Class3 Directors

The shareholders voted to fix the number of Class3 Directors at four (4). The results of the vote were as follows:

For

Against

Abstain

BrokerNon-Votes

3,389,447

118,543

29,186

1,808,131

Proposal No.5 — To Elect Class2 Directors

The shareholders voted to elect six (6)Class2 Directors to serve for terms of three (3)years and until their successors are elected and qualified. The results of the vote were as follows:

Name

For

Withheld

Broker Non-Votes

Richard L. Alloway II

3,381,322

155,854

1,808,131

Donna M. Newell

3,424,500

112,676

1,808,131

Thomas A. Ritter

3,275,713

261,463

1,808,131

D. Arthur Seibel,Jr.

3,330,014

207,162

1,808,131

David L. Sites

3,360,022

177,154

1,808,131

Alan J. Stock

3,401,632

135,544

1,808,131

Proposal No.6 — To Elect a Class1 Director

The shareholders voted to elect one (1)Class1 Director to serve for a term of one (1)year and until his successor is elected and qualified. The results of the vote were as follows:

Name

For

Withheld

Broker Non-Votes

Todd L. Herring

3,407,793

129,383

1,808,131

Proposal No.7 — To Conduct a Non-Binding Vote on Executive Compensation

The shareholders voted to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers. The results of the vote were as follows:

For

Against

Abstain

Broker Non-Votes

3,071,644

376,056

89,476

1,808,131

Proposal No.8 — To Approve and Adopt an Amendment to the Articles of Incorporation to Remove and Delete Article10

The shareholders voted to approve and adopt an amendment to the Articles of Incorporation to remove and delete Article10 regarding the classification of the Board of Directors. The results of the vote were as follows:

For

Against

Abstain

BrokerNon-Votes

2,417,075

1,032,496

87,605

1,808,131

Proposal No.9 — To Approve and Adopt an Amendment to the Articles of Incorporation to Remove and Delete Article11

The shareholders voted to approve and adopt an amendment to the Articles of Incorporation to remove and delete Article11 regarding fixing the number of Directors that constitute the whole Board of Directors by the shareholders. The results of the vote were as follows:

For

Against

Abstain

BrokerNon-Votes

2,493,825

988,391

54,960

1,808,131

Proposal No.10 — To Approve and Adopt an Amendment to the Bylaws to Add New ArticleII, Sections 204 and 205

The shareholders voted to approve and adopt an amendment to the Bylaws to add new ArticleII, Sections 204 and 205, classifying the Board of Directors and granting the Board of Directors authority to fix the number of Directors that constitutes the Board of Directors as a whole and the number of Directors in each class. The results of the vote were as follows:

For

Against

Abstain

BrokerNon-Votes

2,182,563

1,310,642

43,971

1,808,131

Proposal No.11 — To Approve and Adopt an Amendment to Current ArticleII, Section204, of the Bylaws and Thereafter Renumber It as Section206

The shareholders voted to approve and adopt an amendment to current ArticleII, Section204, of the Bylaws and thereafter renumber it as Section206 to allow Directors appointed or elected to vacancies on the Board of Directors to serve until the expiration of the term of office of the class to which the Director was appointed or elected. The results of the vote were as follows:

For

Against

Abstain

BrokerNon-Votes

2,253,874

1,235,319

47,983

1,808,131

Proposal No.12 — To Approve and Ratify the ACNB Corporation 2018 Omnibus Stock Incentive Plan

The shareholders voted to approve and ratify the ACNB Corporation 2018 Omnibus Stock Incentive Plan. The results of the vote were as follows:

For

Against

Abstain

BrokerNon-Votes

2,888,963

576,356

71,857

1,808,131

Proposal No.13 — To Ratify the Selection of the Independent Registered Public Accounting Firm

The shareholders voted to ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018. The results of the vote were as follows:

For

Against

Abstain

BrokerNon-Votes

5,233,412

67,973

43,922

ITEM 7.01 Regulation FD Disclosure

On May1, 2018, David W. Cathell, Executive Vice President/Treasurer& Chief Financial Officer of the Registrant, and James P. Helt, President& Chief Executive Officer of the Registrant, made presentations at the 2018 Annual Meeting of Shareholders. A copy of the presentation slides is attached hereto as Exhibit99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(d)Exhibits.


ACNB CORP Exhibit
EX-99.1 2 a18-12459_1ex99d1.htm EX-99.1 Exhibit 99.1 Annual Meeting of Shareholders May 1,…
To view the full exhibit click here

About ACNB Corporation (NASDAQ:ACNB)

ACNB Corporation is a financial holding company. The Company’s banking operations are conducted through its operating subsidiary, ACNB Bank (the Bank), and offers a range of property and casualty, life and health insurance to both commercial and individual clients through its subsidiary, Russell Insurance Group, Inc. (RIG). The Company has two segments: the Bank and RIG. RIG is managed separately from the banking segment, which includes the Bank and related financial services that the Company offers through its banking subsidiary. Through its banking and nonbanking subsidiaries, the Company provides a range of banking and financial services to individuals and businesses, including commercial and retail banking, trust and investment management, and insurance. ACNB Bank is a commercial bank. ACNB Bank’s service delivery channels for its customers include the automated teller machine (ATM) network, customer contact center, online, telephone and mobile banking.