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 May2, 2017, ACNB Corporation (the Company) held its 2017
Annual Meeting of Shareholders (the Annual Meeting). A total of
6,064,138 shares of the Companys common stock were entitled to
vote as of March13, 2017, the record date for the Annual Meeting.
There were 4,524,682 shares present in person or by proxy at the
Annual Meeting, at which the shareholders were asked to vote on
nine (9)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 Companys
Directors at sixteen (16). The results of the vote were as
follows:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
|
4,314,319 |
144,837 |
65,526 |
-0- |
Proposal No.2 To Fix the Number of Class1
Directors
The shareholders voted to fix the number of Class1 Directors at
six (6). The results of the vote were as follows:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
|
4,335,268 |
123,907 |
65,507 |
-0- |
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 |
|
|
4,336,405 |
121,572 |
66,705 |
-0- |
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 |
|
|
4,318,221 |
138,992 |
67,469 |
-0- |
Proposal No.5 To Elect Class3 Directors
The shareholders voted to elect four (4)Class3 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 |
|
|
Frank Elsner,III |
2,726,550 |
279,069 |
1,519,063 |
||||
|
James P. Helt |
2,740,905 |
264,714 |
1,519,063 |
||||
|
Scott L. Kelley |
2,704,979 |
300,640 |
1,519,063 |
||||
|
Daniel W. Potts |
2,742,639 |
262,980 |
1,519,063 |
Proposal No.6 To Elect a Class2
Director
The shareholders voted to elect one (1)Class2 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 |
|
|
Thomas A. Ritter |
2,681,035 |
324,584 |
1,519,063 |
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 Companys Named Executive Officers. The
results of the vote were as follows:
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
2,301,377 |
580,509 |
123,733 |
1,519,063 |
Proposal No.8 To Conduct a Non-Binding Vote on the
Frequency of Non-Binding Shareholder Votes on Executive
Compensation
The shareholders voted to recommend, in a non-binding vote, a
non-binding shareholder vote to approve the compensation of the
Companys Named Executive Officers should occur every one
(1)year. The results of the vote were as follows:
|
1Year |
|
2Years |
|
3Years |
|
Abstain |
|
Broker Non-Votes |
|
|
2,295,088 |
161,326 |
425,861 |
123,344 |
1,519,063 |
Proposal No.9 To Ratify the Selection of the
Independent Registered Public Accounting Firm
The shareholders voted to ratify the selection of BDO USA, LLP
as the Companys independent registered public accounting firm
for the fiscal year ending December31, 2017. The results of the
vote were as follows:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
|
4,417,641 |
34,668 |
72,373 |
-0- |
ITEM 7.01 Regulation FD
Disclosure
On May2, 2017, David W. Cathell, Executive Vice
President/Treasurer Chief Financial Officer of the Registrant,
and James P. Helt, President of ACNB Bank, a subsidiary of the
Registrant, gave a presentation at the 2017 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.
|
ExhibitNumber |
|
Description |
|
99.1 |
2017 Annual Meeting Presentation Slides. |
|
|
99.2 |
2017 Annual Meeting Press Release dated May4, 2017. |
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. ACNB Corporation (NASDAQ:ACNB) Recent Trading Information
ACNB Corporation (NASDAQ:ACNB) closed its last trading session up +0.45 at 31.10 with 8,123 shares trading hands.