UNITED STATES
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): May 9, 2017
ENB Financial Corp
(Exact name of Registrant as specified in its charter)
Pennsylvania | 000-53297 | 51-0661129 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
31 E. Main St., Ephrata, PA | 17522-0457 | |||
(Address of principal executive offices) |
(Zip Code)
|
__(717) 733-4181__
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ENB FINANCIAL CORP
CURRENT REPORT ON FORM 8-K
Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 9, 2017, ENB Financial Corp (the "Company") held its 2017 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 2,850,382 shares of the Company's common stock were entitled to vote as of March 10, 2017, the record date for the Annual Meeting. There were 2,024,829 shares present in person or by proxy at the Annual Meeting, at which time the shareholders were asked to vote on one (1) proposal. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of such proposals.
Proposal No. 1 – Election of Class C Directors
The shareholders voted to elect three (3) Class C directors to serve for a term 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 |
Susan Y. Nicholas |
2,018,182 |
6,647 |
0 |
Mark C. Wagner
|
2,018,559 |
6,270 |
0
|
Paul W. Wenger | 2,019,847 | 4,982 |
0
|
Item 7.01 | Regulation FD Disclosure |
On May 9, 2017, Aaron L. Groff, Jr., Chief Executive Officer and President of the Registrant, as well as other members of management, gave a presentation at the Annual Meeting. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit Number | Description |
99.1 | Annual Meeting Presentation Slides. |
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ENB FINANCIAL CORP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
ENB FINANCIAL CORP | |
(Registrant) | |
Dated: May 11, 2017 | /s/ Scott E. Lied |
Scott E. Lied | |
Treasurer | |
(Principal Financial Officer) |
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ENB FINANCIAL CORP
EXHIBIT INDEX
EXHIBIT NO. | |
99.1 | Annual Meeting Presentation Slides. |
4
ENB Financial Corp 2017 Annual Shareholders Meeting May 9, 2017
» Welcome » Reading of the Minutes » Certify Voting Activity » Vote on Matters of the Proxy Statement » Discussion of Company Condition • President’s Remarks • Financial Review » Questions & Answers » Voting Results » Adjournment Agenda
» Aaron L. Groff, Jr. • President, CEO and Board Chairman – ENB Financial Corp and Ephrata National Bank » Barry W. Harting • Vice President and Corporate Secretary – ENB Financial Corp • Senior Vice President and Chief Risk Officer – Ephrata National Bank » Scott E. Lied • Treasurer – ENB Financial Corp • Senior Vice President and Chief Financial Officer – Ephrata National Bank Presenters
Presented by: Barry W. Harting Corporate Secretary - ENB Financial Corp Meeting Certification
Matters of Proxy Proxy Holders 1. Elect three (3) Class C directors to serve a 3 - year term 2. Transact other business
1. Elect three (3) Class C directors to serve a 3 - year term Matters of Proxy Election of Directors – Class C Susan Y. Nicholas Mark C. Wagner Paul W. Wenger
Current Directors Continuing Directors – Class B Willis R. Lefever Donald Z. Musser Judith A. Weaver Continuing Directors – Class A Aaron L. Groff, Jr. Dr. Brian K. Reed Paul M. Zimmerman, Jr.
Presented by: Barry W. Harting Corporate Secretary - ENB Financial Corp Voting Process
Voting Process Proxy Holders » Janice S. Eaby » John H. Shuey Judges of Election » Richard H. Binner » Roger S. Kline » John L. Weber
Presented by: Aaron L. Groff, Jr. President & CEO - ENB Financial Corp President’s Remarks
» To remain an independent community bank of undisputed integrity, serving the communities of Lancaster County and beyond. » To offer state - of - the - art financial products and services of high quality and value at an affordable price. » To provide unsurpassed personal service, delivered by a highly dedicated professional team. Mission Statement
To help clients achieve financial success as defined by them by discovering their goals and dreams in order to provide helpful advice. Vision Statement
Growth New Branch Performance
Growth New Branch Performance
Stability
Growth Agricultural & Commercial Banking
Leveraging Technology New Account Desk
Leveraging Technology Cash Recycler
Personal Accountability
Milestones Billion Dollar Mark
Economic Development Wenger Feed Mill
Presented by: Scott E. Lied Treasurer - ENB Financial Corp Financial Condition
Unaudited Financial Information » Some of the following slides do present financial information that is unaudited. Therefore, this information is subject to adjustments that could be necessary upon completion of the annual audit. Forward Looking Statements » Some of the material and/or language used in this presentation would be considered as a forward looking statement. Management is not obligated to update these forward looking statements. Disclosures
Net Income
Significant Items Dollars in Thousands 2016 $ 2015 $ Incr./ Decr . $ Incr./ Decr . % Net Interest Income 25,287 23,098 2,189 9.5 Provision for Loan Loss 325 150 175 NA Other Income 8,774 7,215 1,559 21.6 Security Gains 2,370 2,840 (470) (16.5) Operating Expense 27,200 24,735 2,465 10.0
Residential Lending Balances Dollars in Millions 2016 $ 2015 $ Increase $ Increase % Mortgage Production 103.0 65.0 38.0 58.5 Total Mortgages Held 120.8 98.6 22.2 22.5 Adjustable Rate Mortgages 42.5 18.5 24.0 129.7 Total Home Equity Loans 57.8 43.7 14.1 32.3
Residential Lending Income Dollars in Thousands 2016 $ 2015 $ Increase $ Increase % Gains on Sale of Mortgages 1,512 806 706 87.6 Mortgage Fee Income 673 540 133 24.6 Mortgage Interest Income 4,778 4,200 578 13.8 HELOC Interest Income 1,874 1,461 413 28.3
Performance Ratios 2016 % 2015 % Return on Average Assets (ROA) 0.80 0.79 Return on Average Equity (ROE) 7.74 7.38 Net Interest Margin 3.12 3.07 Efficiency Ratio 75.12 76.86
Per Share Data 2016 2015 Earnings Per Share $2.65 $2.42 Dividends Per Share $1.09 $1.08 Dividend Payout Ratio 41.1% 44.6%
2016 Peer Analysis Measurement ENBP % PA Bank Peer* % Return of Average Assets (LTM) 0.80 0.83 Return on Average Equity (LTM) 7.70 8.00 Price to Earnings (LTM) 13.3 15.2 Price to Tangible Book 105 124 Dividend Yield (LTM) 3.26 2.59 *Data as of December 31, 2016 from Boenning & Scattergood, Inc., 1 st Qtr. 2017 Mid - Atlantic Regional Bank & Thrift Revie w
2016 Peer Analysis Measurement ENBP % PA Bank Peer* % Tangible Capital to Assets 9.60 9.00 Tier 1 Capital Ratio 14.1 13.3 Total Risk Based Capital 15.2 14.3 Non - Performing Assets/Total Assets 0.11 0.91 Allowance for Loan Losses/Total Loans 1.32 1.08 *Data as of December 31, 2016 from Boenning & Scattergood, Inc., 1 st Qtr. 2017 Mid - Atlantic Regional Bank & Thrift Revie w
Balance Sheet Growth » Total Assets up $78.7 million + 8.7% » Total Loans up $51.3 million + 9.9% » Total Deposits up $77.4 million + 10.5% » Total Capital down $0.2 million - 0.2%
First Quarter Results (Unaudited) First Quarter 2017 vs. First Quarter 2016 » Earnings: $1.83 million, 4.4% decrease » Net Interest Income: $7.3 million vs. $6.1 million » Provision for Loan Losses: $90,000 vs. (50,000) » Security Gains: $140,000 vs. $728,000 » Mortgage Gains: $355,000 vs. $155,000 » Operating Expenses: $7.52 million vs. $6.48 million
2017 Challenges & Opportunities Challenges » Loan Growth » New Market Participants » New Branch Growth Opportunities » Net Interest Margin Growth » Mortgage Growth » Market Disruption
Questions & Answers
Presented by: Barry W. Harting Corporate Secretary - ENB Financial Corp Voting Results
Communication
Questions & Answers
Adjournment Thank you!