0000906318-11-000057.txt : 20110427 0000906318-11-000057.hdr.sgml : 20110427 20110427145129 ACCESSION NUMBER: 0000906318-11-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110427 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110427 DATE AS OF CHANGE: 20110427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LCNB CORP CENTRAL INDEX KEY: 0001074902 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 311626393 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26121 FILM NUMBER: 11783219 BUSINESS ADDRESS: STREET 1: 2 NORTH BROADWAY CITY: LEBANON STATE: OH ZIP: 45036 BUSINESS PHONE: 5139321414 MAIL ADDRESS: STREET 1: 2 NORTH BROADWAY CITY: LEBANON STATE: OH ZIP: 45036 8-K 1 lcnb8k042711.htm FORM 8-K Converted by EDGARwiz

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 27, 2011

LCNB CORP.

(Exact name of Registrant as specified in its Charter)



Ohio

 

0-26121

31-1626393

(State or other jurisdiction of incorporation)

 

(Commission File No.)

(IRS Employer Identification Number)



2 North Broadway, Lebanon, Ohio

45036

 

(Address of principal executive offices)

(Zip Code)

 


Registrant’s telephone number, including area code:   (513) 932-1414

N/A

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








Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On Tuesday, April 26, 2011 David S. Beckett notified LCNB Corp. ("LCNB") that he was resigning as a member of the Building Committee, the Bond Committee and the Loan Committee and as a director of LCNB's Board of Directors.  Mr. Beckett's resignation does not arise from any disagreement on any matter relating to LCNB's operations, policies or practices, or regarding the general direction of LCNB.  The Board of Directors has decided not to fill this vacant director's seat at this time.  A copy of Mr. Beckett's resignation letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


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


The Annual Meeting of the shareholders of LCNB was held on April 26, 2011.  At the meeting, the following items were voted on by the shareholders of LCNB:  


1.

Electing three Class III directors for a three-year term;

2.

Adopting a non-binding resolution to approve the compensation of LCNB's named executive officers;

3.

Conducting an advisory vote on the frequency of future advisory votes on the compensation of LCNB's named executive officers; and

4.

Ratifying the appointment of J.D. Cloud & Co., LLP as the independent registered accounting firm for LCNB for the fiscal year ending December 31, 2011.


The following nominees were elected as Class III directors by the votes indicated below.  In addition to the votes reported below, there were 1,048,661 broker non-votes on the proposal for the election of directors.


Director

 

For

 

Withheld

William H. Kaufman

 

4,453,346

 

94,748

Rick L. Blossom

 

4,472,777

 

75,317

George L. Leasure

 

4,463,187

 

84,917



The non-binding resolution to approve the compensation of LCNB's named executive officers was approved by the votes indicated below.  There were no broker non-votes on this proposal.

 

For

 

Against

 

Abstained

4,256,685

 

197,617

 

96,788


The advisory vote on the frequency of future advisory votes on executive compensation resulted in Three-Years receiving the largest number of shareholder votes as indicated by the voting totals below.  There were no broker non-votes on this proposal..

 

One-

Year

 

Two-Years

 

Three-Years

 

Abstained

986,715

 

532,358

 

2,920,260

 

108,761


In accordance with the voting results on this item, LCNB has determined to hold an advisory vote on executive compensation every three years until the next shareholder vote on the frequency of shareholder votes on the compensation of executives. A shareholder vote on the frequency of shareholder votes on the compensation of executives is required to be held at least once every six years.






The ratification of the appointment of J.D. Cloud & Co., LLP as the independent registered accounting firm for LCNB was approved by the votes indicated below.  There were no broker non-votes on this proposal.

 

For

 

Against

 

Abstained

5,423,604

 

152,159

 

20,992


Item 7.01.     Regulation FD Disclosure.


On Tuesday, April 27, 2011 LCNB issued a press release announcing the election of Rick L. Blossom, William H. Kauffman and George L. Leasure to three-year terms and the resignation of David S. Beckett from its Board of Directors.  A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.  

Item 9.01.     Financial Statements and Exhibits.

(d)

Exhibits:


Exhibit No.

Description

99.1

Beckett Resignation Letter

99.2

Press release dated April 27, 2011





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 thereunto duly authorized.


       

LCNB CORP.

          
           

Date: April 27, 2011

  

By:  /s/ Robert C. Haines II

        

Robert C. Haines II

Chief Financial Officer

        




 EX-99 2 prannualmeeting201142511.htm PRESS RELEASE Converted by EDGARwiz

Exhibit 99.2


April 27, 2011

For more information contact

 

Stephen P. Wilson, Chairman and CEO

TO ALL MEDIA:

Steve P. Foster, President

FOR IMMEDIATE RELEASE

at 800-344-BANK



RE:

LCNB Corp. Holds Annual Meeting


At its Annual Meeting, April 26, 2011, the LCNB Corp. Shareholders re-elected to new three-year terms Rick L. Blossom, William H. Kauffman, George L. Leasure and accepted the resignation of David S. Beckett as a member of LCNB’s Board of Directors.


Mr. Beckett who has served as a Director since 1999 and as President of Dakin Insurance Agency, Inc., a subsidiary of LCNB Corp. announced that he and his family have relocated to pursue new business opportunities. The Board of Directors has decided not to fill this vacant Director’s seat at this time.


Mr. Stephen P. Wilson, Chairman and CEO of LCNB Corp. thanked Mr. Beckett for his dedication and service to LCNB, Dakin and the community.


LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio. LCNB Corp.’s only business is ownership of LCNB National Bank, which has 25 offices located in Warren, Butler, Montgomery, Clinton, Clermont, and Hamilton Counties, Ohio. An additional office is currently under construction in Monroe, Ohio. Additional information about LCNB Corp. and information about products and services offered by LCNB National Bank can be found on the Internet at www.LCNB.com.



####




 EX-99 3 beckettresignationletter.htm DAVE BECKETT RESIGNATION LETTER [LCNB NATIONAL BANK LETTERHEAD]

[LCNB NATIONAL BANK LETTERHEAD]

Offices Conveniently Located Throughout Southwestern Ohio


www.lcnb.com


P.O. BOX 59   *   2 NORTH BROADWAY, LEBANON, OHIO 45036   *   PHONE 513/932-1414   *   800/344-BANK



Exhibit 99.1





I, David S. Beckett, submit my resignation from the Board of Directors of LCNB Corp. and LCNB National Bank this 26th day of April, 2011.




/s/ David S. Beckett

David S. Beckett