lcnb-20220427

Date of Report (Date of earliest event reported): April 27, 2022 (April 26, 2022)


Ohio	001-35292	31-1626393
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

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

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 (see General Instruction A.2. below):

☐ 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))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, No Par Value

LCNB

NASDAQ

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).

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. ☐

The Annual Meeting of the shareholders of LCNB was held on April 26, 2022. At the meeting, the following items were voted on by the shareholders of LCNB:

3.Advisory vote approving the compensation of our named executive officers;

4.Advisory vote on the frequency of the advisory vote approving the compensation of the named executive officers; and

5.Ratifying the appointment of BKD, LLP as the independent registered accounting firm for LCNB for the fiscal year ending December 31, 2022.

The following nominees were elected as Class II directors by the votes indicated below. In addition to the votes reported below, there were 1,857,201 broker non-votes on the proposal for the election of each director.


Director	For	Withheld
Steven P. Foster	6,550,603	655,261
Michael J. Johrendt	6,403,926	801,938
Anne E. Krehbiel	6,561,744	644,119
Takeitha W. Lawson	6,622,253	583,610

The outcome of the vote for of the elimination of cumulative voting for future director elections is indicated below. The proposal for the elimination of cumulative voting did not receive the requisite affirmative votes for approval. In addition to the votes reported below, there were 1,857,201 broker non-votes on this proposal.

The outcome of the advisory vote approving the compensation of our named executive officers is indicated below. In addition to the votes reported below, there were 1,857,201 broker non-votes on this proposal.

The outcome of the advisory vote for the frequency of the advisory vote approving the compensation of our named executive officers is indicated below. In addition to the votes reported below, there were 1,857,201 broker non-votes on this proposal.


Every One Year	Every Two Years	Every Three Years	Abstain
6,192,189	198,058	516,238	309,379

The ratification of the appointment of BKD, 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.

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, 2022

By: /s/ Robert C. Haines II

Robert C. Haines II
Chief Financial Officer


For	Against	Abstain
5,203,470	1,644,468	367,926


For	Against	Abstain
6,445,855	386,037	383,972


For	Against	Abstain
8,817,056	57,315	198,694