8-K

 

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): August 20, 2010

Farmers National Banc Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	0-12055	34-1371693
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
20 South Broad Street, P.O. Box 555, Canfield, Ohio		44406-0555
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 330-533-3341

Not Applicable
______________________________________________
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))

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 19, 2010, the Corporation held a special meeting of shareholders for the purpose of: (1) The amendment of Article XIII of the Corporation's Articles of Incorporation to eliminate pre-emptive rights of shareholders upon the offering by the Corporation of unissued common shares; (2) The amendment of Article II Section 6 of the Code of Regulations to provide that a quorum for purposes of a shareholder meeting consists of not less than one-third of the shares entitled to vote at the meeting. A press release reporting the results is incorporated by reference as Exhibit 99.1.

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.
August 20, 2010	By:	John S. Gulas
		Name: John S. Gulas
		Title: President and CEO

Exhibit Index

Exhibit No.	Description
99.1	August 20, 2010 Press Release

EX-99.1

Contact: Amber Wallace
Senior Vice President, Marketing
Office: 330-720-8427
Cell: 330-720-6441
awallace@farmersbankgroup.com

FOR IMMEDIATE RELEASE

Famers National Banc Corp. reports results from the Special Meeting of Shareholders.

Canfield, Ohio (August 20, 2010) — Farmers National Banc Corp. (OTCBB: FMNB) reported today that at a Special Meeting of Shareholders held on August 19, 2010, two proposals recommended by the Board of Directors failed to receive the requisite number of votes required for approval by shareholders.

Nearly 75% of outstanding shares were voted on each proposal. Of the shares voted, over 80% were voted in favor of the proposals, resulting in approximately 60% of outstanding shares being voted in favor of the proposals, just below the two thirds of outstanding shares required for approval. Preliminary voting results are represented in the chart below:

Proposal I — Eliminate Pre-Emptive Rights
Shares Outstanding	13,576,880	100.00	%
Total Voted	10,266,168	75.61	%
For	8,041,862	80.00	%
Against	1,885,026	18.75	%
Abstain	124,562	1.25	%
Proposal II — Change Quorum Requirements
Shares Outstanding	13,576,880	100.00	%
Total Voted	10,266,168	75.61	%
For	8,247,875	82.06	%
Against	1,670,310	16.62	%
Abstain	133,267	1.32	%

Proposal 1 would have eliminated pre-emptive rights under the Company’s Articles of Incorporation, which would have provided it with additional flexibility to access the capital markets in order to finance the growth of its business and satisfy applicable capital requirements. Proposal 2 would have changed the quorum requirements under the Company’s Code of Regulations necessary to comply with listing requirements of the Nasdaq Capital Market (the “Nasdaq”). Management believes that listing on Nasdaq can provide enhanced shareholder value through increased trading activity of Farmers common shares.

John S. Gulas, President and CEO reflected on the voting process, “I am encouraged that nearly 10,000,000 shares were voted and that 80% of those votes were in favor of the proposals. However, I am disappointed that a small percentage of non-participating shareholders could affect the vote. These proposals were critical to updating 30 year old policies that tie our hands in dealing with today’s economic environment.” Gulas pointed out to the shareholders attending the meeting that 30 year-old charters make it difficult to function in today’s business atmosphere. “Thirty years ago, we didn’t have email, the internet, or cell phones. In fact, fax machines were just being introduced.” Gulas remarked.

At the meeting Mr. Gulas also issued a statement that alternative options will be developed to satisfy regulatory capital ratios. Gulas stated that options may include, but not be limited to:

• Capital growth based on retaining earnings

• Income growth based on fee income

• Limited asset growth due to regulatory limitations

• A review of distribution of capital with the consideration of dividend policy changes

• Locking in unrealized gains on the bank’s investment portfolio

• Additional Capital Strategies

Frank Paden, Executive Chairman of the Board, stated that “Capital remains king. Due to a weakened economy, every bank has been asked to live by rules that require high capital reserves. We need financial flexibility to obtain and position capital that will ultimately lead to greater earnings and stock value.”

Gulas stated he plans to go back to the shareholders in hopes of ultimately passing the proposals. He states, “Because there is so much at stake, I will continue to reach out to shareholders with clear and transparent communication in effort to pass these critical proposals.” Gulas adds, “In the mean time, management will continue to focus on increased earnings to help increase shareholder value and satisfaction.

Farmers National Banc Corp. is the bank holding company for the Farmers National Bank of Canfield, Farmers National Insurance, LLC and Farmers Trust Company. Farmers’ operates sixteen banking offices throughout Mahoning, Trumbull and Columbiana Counties and two trust offices located in Youngstown and Howland. The bank offers a wide range of banking and investment services to companies and individuals, and maintains a website at
www.farmersbankgroup.com.

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements express management’s current expectations, forecasts of future events or long-term goals and, by their nature, are subject to assumptions, risks and uncertainties. Actual results could differ materially from those indicated. The Company refers you to its current and periodic reports filed with the Securities and Exchange Commission for additional discussion of these assumptions, risks and uncertainties. Forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

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