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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Former name or former address, if changed since last report)
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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 20, 2023, the Company held its 2023 Annual Meeting of Shareholders (“2023 Annual Meeting”) for the purposes of: (1) electing four Class I directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2026; (2) conducting a non-binding advisory vote on the frequency of holding an advisory vote on the compensation of the Company’s named executive officers, (3) considering and voting upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; and (4) considering and voting upon a proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. As of the close of business on March 7, 2023, the record date for the 2023 Annual Meeting, 37,909,387 common shares were outstanding and entitled to vote. At the Annual Meeting, 28,349,604 or approximately 74.81%, of the outstanding common shares entitled to vote were represented in person or by proxy, including 6,224,045 broker non-votes. The results of the voting at the 2023 Annual Meeting are as follows:
Proposal 1: The Company’s shareholders elected the following nominees for director to serve a three-year term ending at the 2026 Annual Meeting of Shareholders:
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Gregory C. Bestic |
21,075,820 | 1,057,852 | 6,224,045 | |||
| Kevin J. Helmick |
19,899,768 | 2,235,791 | 6,224,045 | |||
| Neil J. Kaback |
21,457,871 | 677,688 | 6,224,045 | |||
| Terry A. Moore |
15,975,748 | 6,159,811 | 6,224,045 |
Proposal 2: The Company’s shareholders recommended, on an advisory basis, a frequency of “one year” for holding future advisory votes on executive compensation:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 17,375,478 | 824,043 | 1,699,937 | 2,236,100 | 6,224,045 |
Based on the voting results with respect to the advisory vote under Proposal 2 on the frequency of future advisory votes on executive compensation, the Company will continue its policy to submit an advisory vote to shareholders on an annual basis to approve the Company’s compensation for its executive officers as set forth in the Company’s proxy statement for each year.
Proposal 3: The Company’s shareholders approved an advisory vote on the 2022 compensation paid to the Company’s named executive officers, with 82.90% of shares voted being cast in favor of the proposal:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 18,352,890 | 1,226,154 | 2,556,516 | 6,224,045 |
Proposal 4: The Company’s shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 27,987,266 | 140,172 | 232,166 | 0 |
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: April 21, 2023
Document and Entity Information |
Apr. 20, 2023 |
|---|---|
| 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 | Apr. 20, 2023 |
| 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 |