UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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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).
Emerging growth company
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. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On July 27, 2021, the board of directors (the “Board”) of Farmers National Banc Corp. (the “Company”), upon the recommendation of the Corporate Governance and Nominating Committee of the Board, appointed Frank J. Monaco to the Board, effective July 27, 2021, to hold office as a Class III director until the Company’s 2022 annual meeting of shareholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. The Board has determined that Mr. Monaco satisfies the independence requirements under the rules of The NASDAQ Stock Market LLC. The Company issued a press release announcing the appointment of Mr. Monaco to the Board, a copy of which is attached as Exhibit 99.1 hereto.
As a non-employee director, Mr. Monaco will be eligible to receive compensation in the same manner as the Company’s other non-employee directors, including a general annual retainer fee, consistent with the description in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 12, 2021. The Company will enter into an indemnification agreement with Mr. Monaco in a manner consistent with the agreements entered into with the Company’s existing directors, the form of which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2011. Mr. Monaco will be appointed to the Audit Committee and the Board Enterprise Risk Management Committee of the Board.
The full text of the Company’s press release announcing the appointment of Mr. Monaco is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01 | Regulation FD Disclosure. |
On August 2, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the Board of the Company appointed Frank J. Monaco to the Board, effective July 27, 2021, as described in Item 5.02(d) of this Current Report on Form 8-K.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
99.1 | Press Release dated August 2, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
Farmers National Banc Corp. | ||
By: | /s/ Kevin J. Helmick | |
Kevin J. Helmick | ||
President and Chief Executive Officer |
Date: August 2, 2021
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Sean Ferguson
330-506-3189
sferguson@farmersbankgroup.com
Farmers National Banc Corp. Announces Board Addition
Canfield, Ohio, August 2, 2021 Farmers National Banc Corp. (NASDAQ: FMNB) (Farmers) welcomes a member to its Board of Directors, Mr. Frank J. Monaco, who will bring a wealth of business and consulting experience to his new leadership role with Farmers. Mr. Monaco was appointed by the Board of Directors effective July 27, 2021 as a Class III director with a term expiring in 2022.
Mr. Monaco currently serves as a Senior Partner at 415 Group, a certified public accounting, business consulting and IT services firm in Canton, Ohio. In this role, he leads the consulting division of the firm, which includes business and estate planning, business valuations and merger support. Monaco has been with 415 Group for 27 years and previously served as Managing Partner from 2003-2019.
He also holds accreditations of Certified Public Accountant (CPA) and is Certified in Financial Forensics (CFF), along with being Accredited in Business Valuation (ABV) and part of the National Association of Certified Valuation Analysts (CVA).
Kevin J. Helmick, Farmers National Bank President & CEO stated, With an extensive background in consulting and mergers and acquisitions, we welcome Frank and believe his experience will continue to solidify the leadership of our Board of Directors.
Monaco also is an active member of his community, serving on or have served on a variety of boards of directors including the Canton Regional Chamber of Commerce, Stark Development Board, Stark County Port Authority and the Pro Football Hall of Fame. He currently resides in Canton with his wife Sherri.
ABOUT FARMERS NATIONAL BANC CORP.
Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $3.3 billion in banking assets. Farmers National Banc Corp.s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 41 banking locations in Mahoning, Trumbull, Columbiana, Stark, Wayne, Medina, Geauga and Cuyahoga Counties in Ohio and Beaver County in Pennsylvania; Farmers Trust Company, which operates five trust offices and offers services in the same geographic markets and Farmers National Insurance, LLC. Total wealth management assets under care at June 30, 2021 were $3.1 billion.
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Document and Entity Information |
Jul. 27, 2021 |
---|---|
Cover [Abstract] | |
Entity Registrant Name | FARMERS NATIONAL BANC CORP /OH/ |
Amendment Flag | false |
Entity Central Index Key | 0000709337 |
Document Type | 8-K |
Document Period End Date | Jul. 27, 2021 |
Entity Incorporation State Country Code | OH |
Entity File Number | 001-35296 |
Entity Tax Identification Number | 34-1371693 |
Entity Address, Address Line One | 20 South Broad Street |
Entity Address, Address Line Two | P.O. Box 555 |
Entity Address, City or Town | Canfield |
Entity Address, State or Province | OH |
Entity Address, Postal Zip Code | 44406-0555 |
City Area Code | (330) |
Local Phone Number | 533-3341 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, No Par Value |
Trading Symbol | FMNB |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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