Farmers National Banc Corp. (NASDAQ:FMNB) Files An 8-K Results of Operations and Financial Condition
Item2.02
|
Results of Operations and Financial Condition. |
On April21, 2017, Farmers National Banc Corp. (the Company) first
mailed a letter to shareholders in connection with the release of
its first quarter financial results, a copy of which is attached
as Exhibit 99.1 hereto and incorporated herein by reference.
to General Instruction B.2 of Current Report on Form 8-K, the
information in this Item2.02 and Exhibit 99.1 is being furnished
under Item2.02 and shall not be deemed to be filed for purposes
of Section18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liability of that
section. Furthermore, the information in this Item2.02 and
Exhibit 99.1 shall not be deemed to be incorporated by reference
into the filings of the Company under the Securities Act of 1933,
as amended (the Securities Act), or the Exchange Act, except as
may be expressly set forth by specific reference in such filing.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
On April20, 2017, the Company held its 2017 Annual Meeting of
Shareholders (the 2017 Annual Meeting) for the purposes of:
(i)electing four ClassI directors whose terms will expire at the
Annual Meeting in 2020; (ii)ratifying the Audit Committees
appointment of Crowe Horwath LLP as Farmers independent
registered public accounting firm for the fiscal year ending
December31, 2017; (iii)considering an advisory vote on the
frequency of holding an advisory vote on executive compensation;
(iv)considering an advisory vote on executive compensation;
(v)considering the adoption and approval of the Farmers National
Banc Corp. 2017 Equity Incentive Plan; (vi)considering the
adoption and approval of an amendment to the Companys Articles of
Incorporation, as amended (Articles), to eliminate preemptive
rights; and (vii)considering the adjournment of the Annual
Meeting, if necessary, in order to solicit additional proxies to
adopt the proposed amendment to eliminate preemptive rights. As
of the close of business on March6, 2017, the record date for the
2017 Annual Meeting, 27,066,593 common shares were outstanding
and entitled to vote. At the Annual Meeting, 22,744,151, or
approximately 84%, of the outstanding common shares entitled to
vote were represented in person or by proxy, including 4,331,519
broker non-votes.
The results of the voting at the 2017 Annual Meeting are as
follows:
| 1. |
The four nominees for director were elected to serve a three-year term ending at the 2020 Annual Meeting of Shareholders: |
|
Name |
Votes For | VotesWithheld | BrokerNon-Votes | |||||||||
|
Gregory C. Bestic |
17,935,776 | 476,856 | 4,331,519 | |||||||||
|
Kevin J. Helmick |
17,951,314 | 461,318 | 4,331,519 | |||||||||
|
Terry A. Moore |
16,785,556 | 1,627,076 | 4,331,519 | |||||||||
|
Edward W. Muransky |
17,819,894 | 592,738 | 4,331,519 |
| 2. |
The selection of Crowe Horwath LLP as the Companys independent registered public accounting firm for the year ending December31, 2017 was ratified by shareholders: |
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|||
| 22,298,906 | 372,910 | 72,334 |
| 3. |
By the following vote, the shareholders recommended, on an advisory basis, the frequency of 1 year for holding future advisory votes on executive compensation: |
|
1 Year |
2 Years | 3 Years | Abstain | BrokerNon-Votes | ||||
| 15,469,248 | 655,228 | 1,573,913 | 714,244 | 4,331,519 |
| 4. |
By the following vote, the shareholders approved an advisory vote on the 2016 compensation paid to the Companys named executive officers, with 93% of shares voted being cast in favor of the proposal: |
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|||
| 17,006,557 | 745,600 | 660,475 | 4,331,519 |
| 5. |
By the following vote, the shareholders adopted and approved the 2017 Equity Incentive Plan: |
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|||
| 16,314,708 | 1,620,455 | 477,469 | 4,331,519 |
| 6. |
By the following vote, the shareholders did not approve the proposal to amend Article XIII of the Articles to eliminate pre-emptive rights: |
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|||
| 16,202,967 | 1,749,297 | 460,368 | 4,331,519 |
| 7. |
The shareholders did not undertake consideration of the proposal to adjourn the 2017 Annual Meeting, if necessary, to solicit additional proxies. |
| Item7.01 | Regulation FD Disclosure. |
On April21, 2017, the Company first mailed a letter to
shareholders regarding its first quarter results, a copy of which
is attached as Exhibit 99.1 hereto and incorporated herein by
reference.
to General Instruction B.2 of Current Report on Form 8-K, the
information in this Item7.01 and Exhibit 99.1 is being furnished
under Item7.01 and shall not be deemed to be filed for purposes
of Section18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liability of that
section. Furthermore, the information in this Item7.01 and
Exhibit 99.1 shall not be deemed to be incorporated by reference
into the filings of the Company under the Securities Act of 1933,
as amended (the Securities Act), or the Exchange Act, except as
may be expressly set forth by specific reference in such filing.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 99.1 | Letter to Shareholders, dated April21, 2017. |
About Farmers National Banc Corp. (NASDAQ:FMNB)
Farmers National Banc Corp. is a one-bank holding company. The Company operates principally through its subsidiaries, The Farmers National Bank of Canfield (the Bank), Farmers Trust Company (Farmers Trust) and National Associates, Inc. (NAI). The Company’s segments include the Bank, Trust and Retirement Consulting. The Bank segment includes Farmers National Insurance, LLC (Farmers Insurance) and Farmers of Canfield Investment Co. (Farmers Investments). The banking operation offers loans, investments and deposits; the trust operations provide trust services, and the retirement consulting operations offer consulting services. The Company and its subsidiaries operate in the domestic banking, trust, retirement consulting, insurance and financial management industries. The Bank is a national banking association engaged in commercial and retail banking. It operates approximately 30 branches in Mahoning, Trumbull, Columbiana, Stark, Wayne, Medina and Cuyahoga Counties in Ohio. Farmers National Banc Corp. (NASDAQ:FMNB) Recent Trading Information
Farmers National Banc Corp. (NASDAQ:FMNB) closed its last trading session up +0.12 at 13.93 with 64,703 shares trading hands.
