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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| 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