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 1, 2012

ACNB Corporation

(Exact name of Registrant as specified in its charter)

Pennsylvania

0-11783

23-2233457

(State or other

jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

16 Lincoln Square, Gettysburg, PA		17325
(Address of principal executive offices)		(Zip Code)

717.334.3161

(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))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CURRENT REPORT ON FORM 8-K

ITEM 5.07 Submission of Matters to a Vote of Security Holders

On May 1, 2012, ACNB Corporation (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 5,945,809 shares of the Company’s common stock were entitled to vote as of March 9, 2012, the record date for the Annual Meeting. There were 4,493,356 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on nine (9) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.

Proposal No. 1 — To Fix the Number of Directors

The shareholders voted to fix the number of the Company’s Directors at fourteen (14). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes

4,385,021	77,437	14,656	16,242

Proposal No. 2 — To Fix the Number of Class 1 Directors

The shareholders voted to fix the number of Class 1 Directors at six (6). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes

4,392,158	73,964	10,992	16,242

Proposal No. 3 — To Fix the Number of Class 2 Directors

The shareholders voted to fix the number of Class 2 Directors at four (4). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes

4,339,494	70,930	66,690	16,242

Proposal No. 4 — To Fix the Number of Class 3 Directors

The shareholders voted to fix the number of Class 3 Directors at four (4). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes

4,381,193	81,424	14,497	16,242

Proposal No. 5 — To Elect Class 1 Director

The shareholders voted to elect one (1) Class 1 Director to serve for a term of one (1) year and until her successor is elected and qualified. The results of the vote were as follows:

Name	For	Withheld	Broker Non-Votes

Jennifer L. Weaver	2,997,153	57,145	1,439,058

Proposal No. 6 — To Elect Class 2 Directors

The shareholders voted to elect four (4) Class 2 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

Donna M. Newell	2,981,215	73,083	1,439,058

David L. Sites	2,869,589	184,709	1,439,058

Alan J. Stock	2,956,204	98,094	1,439,058

Harry L. Wheeler	2,961,313	92,985	1,439,058

Proposal No. 7 — To Elect Class 3 Director

The shareholders voted to elect one (1) Class 3 Director to serve for a term of two (2) years and until his successor is elected and qualified. The results of the vote were as follows:

Name	For	Withheld	Broker Non-Votes

Scott L. Kelley	2,973,115	81,183	1,439,058

Proposal No. 8 — To Conduct a Non-Binding Vote on Executive Compensation

The shareholders voted to approve, on a non-binding basis, the compensation of the Company’s Named Executive Officers. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes

2,753,899	198,839	101,560	1,439,058

Proposal No. 9 — To Ratify the Selection of the Independent Auditors for the Fiscal Year Ending December 31, 2012

The shareholders voted to ratify the selection of ParenteBeard LLC as ACNB Corporation’s independent auditors for the fiscal year ending December 31, 2012. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes

4,450,573	21,521	21,262	-0-

ITEM 7.01 Regulation FD Disclosure

On May 1, 2012, Thomas A. Ritter, President & Chief Executive Officer of the Registrant, as well as other members of management, gave a presentation at the 2012 Annual Meeting of Shareholders. A copy of the presentation slides is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description

99.1		Annual Meeting Presentation Slides.
99.2		Press Release dated May 3, 2012.

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.

	ACNB CORPORATION
	(Registrant)


Dated: May 3, 2012	/s/ Lynda L. Glass
	Lynda L. Glass
	Executive Vice President,
	Secretary & Chief Governance Officer

EXHIBIT INDEX

EXHIBIT NO.

99.1		Annual Meeting Presentation Slides.
99.2		Press Release dated May 3, 2012.

Exhibit 99.1

Annual Meeting of Shareholders May 1, 2012

Special Cautionary Notice Regarding Forward-Looking Statements During the course of this presentation, there may be projections and forward-looking statements regarding events or the future financial performance of ACNB Corporation. We wish to caution you that these forward-looking statements involve certain risks and uncertainties, including a variety of factors that may cause actual results to differ materially from the anticipated results expressed in these forward-looking statements. ACNB Corporation assumes no duty to update the forward-looking statements made in this presentation.

Bank Failures Source: FDIC Banking Profile

Unprofitable Insured Institutions Source: FDIC Banking Profile

Year-End Comparisons December 31, 2011 Sources: ACNB 10-K, FDIC Banking Profile ACNB FDIC Insured Corporation Institutions ROA 0.85% 0.88% ROE 8.80% 7.86% Yield on Loans 5.17% 5.84% Yield on Securities 3.56% 2.87% Cost of Interest Bearing Deposits 0.67% 1.03% Net Interest Margin 3.74% 3.60% Total Overhead Expense (% of Assets) 2.61% 2.92% Efficiency Ratio 60.2% 67.7% Capital – Tier 1 Leverage 8.24% 9.09% Capital – Total Risk-Based 13.32% 15.33% Loans – Net Charge-Offs 0.77% 1.55% Loans – Non-Performing to Total Loans 2.02% 4.09% Dividend Payout Ratio 53.2% 28.3%

FDIC State Profile - Pennsylvania Economic Indicators 2010 2011 Unemployment Rate 8.4% 8.0% Home Price Index -1.8% -1.8% Non-Business Bankruptcy Filings 2.98% 2.54% per 1,000 people

FDIC State Profile - Pennsylvania Banking Trends 2010 2011 2010 2011 Return on Assets 0.60% 0.70% 0.86% 0.85% Net Interest Margin 3.46% 3.49% 3.92% 3.74% Cost of Funds 1.52% 1.16% 0.96% 0.67% Overhead Expense to Assets 2.61% 2.67% 2.70% 2.61% Loans to Assets 65.1% 63.1% 69.1% 68.5% Allowance for Loan Losses 1.25% 1.26% 2.29% 2.23% to Total Loans Pennsylvania ACNB

Community Bank Dividend Trends Annualized, per Share Sources: Annual Reports to Shareholders 2008 2012 ACNB, Gettysburg $0.76 $0.76 Codorus Valley/Peoples Bank, York $0.56 $0.36 Orrstown, Shippensburg $0.87 --- F & M Trust, Chambersburg $1.08 $0.68 First National Bank of Mercersburg $1.27 --- Mid Penn Bank, Harrisburg $0.80 $0.20

David W. Cathell EVP, Treasurer & Chief Financial Officer

Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) The Federal Deposit Insurance Corporation Improvement Act requires that institutions be classified, based on their risk-based capital ratios into one of five defined categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. Tier 1 Total Risk-Based Leverage Ratio Capital Ratio FDICIA Standard, Greater than or Equal to Greater than or Equal to Well Capitalized 5.0% 10.0% ACNB Bank at 12/31/2011 8.24% 13.32%

Regulation of Bank The Pennsylvania Department of Banking, which has primary supervisory authority over banks chartered in Pennsylvania, regularly examines banks in such areas as reserves, loans, investments, management practices, and other aspects of operations. The FDIC is the primary federal regulator of state-chartered banks and also regularly examines state-chartered banks for safety and soundness. These examinations are designed for the protection of the subsidiary bank’s depositors rather than ACNB’s stockholders.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of ACNB Corporation and Subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America. ParenteBeard LLC Report on Financial Statements Report of Independent Auditors

ParenteBeard LLC Report on Internal Controls Report of Independent Auditors In our opinion, ACNB Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

ACNB Corporation Balance Sheet Trends At Year-End in Millions of Dollars

Net Interest Income At Year-End in Millions of Dollars

Stockholders’ Equity At Year-End in Millions of Dollars

Book Value Per Share At Year-End in Dollars

James P. Helt EVP/Banking Services

Total Loans At Year-End in Millions of Dollars

Loan Volume by Segment At Year-End in Millions of Dollars

Allowance for Loan Losses At Year-End as Percentage of Total Loans Industry Peer Group includes: All Commercial Banks with asset size of $300 million to $1 billion/FDIC Uniform Bank Performance Report

Non-Performing Loans At Year-End as Percentage of Total Loans Industry Peer Group includes: All Commercial Banks with asset size of $300 million to $1 billion/FDIC Uniform Bank Performance Report

Other Real Estate Owned At Period-End in Thousands of Dollars

Net Loan Losses to Total Loans Industry Peer Group includes: All Commercial Banks with asset size of $300 million to $1 billion/FDIC Uniform Bank Performance Report At Year-End as Percentage of Total Loans

Total Deposits At Year-End in Millions of Dollars

Deposit Volume by Segment At Year-End in Millions of Dollars

Lynda L. Glass EVP, Secretary & Chief Governance Officer

Enterprise Risk Management (ERM) “A process, effected by an entity’s board of directors, management and other personnel, applied in strategy setting and across the enterprise, designed to identify potential events that may affect the entity, and manage risk to be within its risk appetite, to provide reasonable assurance regarding the achievement of entity objectives.” Committee of Sponsoring Organizations of the Treadway Commission (COSO)

Framework for ERM A process, ongoing and flowing through an entity. Effected by people at every level of an organization. Applied in strategy setting. Applied across the enterprise. Designed to identify potential events affecting the entity and to manage risk within its risk appetite. Able to provide reasonable assurance to an entity’s management and board. Geared to the achievement of objectives.

Fundamental Reasons for ERM To reduce unacceptable performance variability. To align and integrate varying views of risk management. To build the confidence of the investment community and stakeholders. To enhance corporate governance. To successfully respond to a changing business environment. To align strategy and corporate culture.

Infrastructure for ERM Program Active Board and Senior Management Oversight Adequate Policies, Procedures and Limits Adequate Risk Measurement, Monitoring and Management Information Systems Comprehensive Internal Controls

Bank Risk Management Taking and managing risks are fundamental to the business of banking. Generally, risk is the potential that events---planned or unanticipated---may have an adverse impact on bank capital and earnings. A bank director’s major responsibility regarding risk is to provide a management structure that adequately identifies, measures, controls and monitors risk in a cost effective manner to achieve strategic business objectives and profitability.

Categories of Risk Identification Credit Risk Interest Rate and Market Risk Liquidity Risk Transaction and Operational Risk Legal and Compliance Risk Strategic Risk Reputation Risk

Credit Risk Risk to earnings and capital arising from an obligor’s failure to meet the terms of any contract with the Bank, or otherwise fail to perform as agreed. Any time Bank funds are extended, committed, invested, or otherwise exposed through contractual agreements with performance dependent upon counterparties, issuers or borrowers.

Interest Rate and Market Risk Risk to the Bank’s condition resulting from adverse movements in market rates or prices, such as interest rates, foreign exchange rates, and equity prices. Focuses on economic scenarios relative to current values versus the sensitivity of those values to changes in interest rates or market prices.

Liquidity Risk Risk to earnings or capital that arises from the Bank’s inability (or perceived inability) to meet its obligations when they come due without incurring unacceptable losses. Focuses on the inability to manage unplanned changes in or obtain funding sources, as well as to liquidate assets.

Transaction and Operational Risk Risk that emanates from the potential that inadequate information systems, operational problems, breaches in internal controls, fraud, or unforeseen catastrophes will disrupt operations or otherwise result in unexpected losses. Function of the adequacy of internal controls and information systems, employee integrity, management policies, and operating processes.

Legal and Compliance Risk Risk that emanates from the potential for operational disruption or other negative effects from unenforceable contracts, lawsuits, adverse judgments, or noncompliance with laws and regulations. Under the umbrella of legal risk, compliance risk specifically arises from violations or nonconformance with laws, regulations, or prescribed practices which govern banking activities.

Strategic Risk Risk that results from adverse business decisions or the improper implementation of those decisions. Function of the compatibility of strategic goals, business strategies to achieve those goals, resources deployed, and quality of implementation.

Reputation Risk Risk related to the potential for negative publicity, whether true or not, from the Bank’s business practices such as to cause a decline in the customer base, costly litigation, or revenue reductions. Risk exposure driven primarily by the Bank’s actions to manage other risk factors such as those related to credit, liquidity, interest rates, compliance, operations, and/or strategy.

Key ERM Principles Is an evolving and ongoing management process. Involves risk identification, assessment, measurement, control and monitoring. Is not intended to eliminate risk, but to mitigate risk. Provides a business model for evaluating opportunities and challenges and for achieving strategic objectives. Results in an integrated and unified approach for balancing risk and reward in decision making.

www.acnb.com Investor Relations

Karen B. Arthur FVP & Senior Trust Officer

Trust Department Assets At Year-End in Millions of Dollars

Trust Department Fee Income At Year-End in Thousands of Dollars

Frank C. Russell, Jr. President & CEO

Russell Insurance Group EPS Earnings Per Share at Year-End

Russell Insurance Group Net Income GAAP Basis at Period-End

Exhibit 99.2

	Press Release

FOR IMMEDIATE RELEASE	Contact: Lynda L. Glass
	717.339.5085

ACNB CORPORATION HOLDS

2012 ANNUAL MEETING OF SHAREHOLDERS

GETTYSBURG, PA, May 3—The 2012 Annual Meeting of Shareholders of ACNB Corporation, headquartered in Gettysburg, PA, was held on Tuesday, May 1, at the ACNB Corporation Operations Center, 100 V-Twin Drive, Gettysburg, PA, at 1:00 p.m. The business matters resolved at the Annual Meeting included four proposals related to the fixing of the number of directors and the number in each class of directors; election of Class 1, Class 2 and Class 3 directors; one advisory proposal related to a vote on executive compensation; and, ratification of the Corporation’s independent auditors.

The first proposal fixed the number of directors of the Corporation at fourteen; the second proposal fixed the number of Class 1 Directors at six; the third proposal fixed the number of Class 2 Directors at four; and, the fourth proposal fixed the number of Class 3 Directors at four. All four of these proposals were approved by the ACNB Corporation shareholders.

The election of directors followed. The shareholders reelected Jennifer L. Weaver as a Class 1 Director for a one-year term expiring in 2013 and David L. Sites, Alan J. Stock and Harry L. Wheeler as Class 2 Directors for a three-year term expiring in 2015. All were previously members of the Board of Directors of ACNB Corporation. Each member of the Corporation’s Board also serves on the Board of Directors for the Corporation’s banking subsidiary, ACNB Bank.

In addition, the shareholders elected two new members of the Board of Directors of ACNB Corporation—Donna M. Newell to serve as a Class 2 Director for a three-year term expiring in 2015 and Scott L. Kelley to serve as a Class 3 Director for a two-year term expiring in 2014.

Ms. Newell is Senior Engineer and President of NTM Engineering, Inc., located in Dillsburg, PA, a

MORE…

civil engineering firm of which she is one of the founders. She has more than 15 years of experience in civil engineering, with a specialization in hydrology and hydraulics. In addition, along with her consulting engineering experience, Ms. Newell teaches collegiate level courses and professional development seminars on topics related to water resources. She earned a bachelor of science degree in civil engineering, as well as a master of science degree in environmental engineering, from Pennsylvania State University.

Mr. Kelley is an attorney and President of Stonesifer and Kelley, P.C., a law firm in Hanover, PA. He has practiced law for over 30 years, concentrating on the areas of business, corporate, agriculture and estate law. Mr. Kelley earned a bachelor of science degree in business management from Pennsylvania State University, a juris doctorate from Pennsylvania State University Dickinson School of Law, and a masters of business administration from Johns Hopkins University in Baltimore, MD.

The advisory proposal, which is non-binding, included approval by the shareholders of ACNB Corporation’s executive compensation.

The final proposal was ratification by the shareholders of ParenteBeard LLC as ACNB Corporation’s independent auditors for the fiscal year ending December 31, 2012.

ACNB Corporation, headquartered in Gettysburg, PA, is the financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and Russell Insurance Group, Inc., Westminster, MD. Originally founded in 1857, ACNB Bank serves its marketplace via a network of 19 retail banking offices located throughout Adams County, PA, as well as in Dillsburg, Hanover and Spring Grove, York County, PA, and in Newville, Cumberland County, PA. In addition, the Bank operates loan offices in Hanover, York County, and Chambersburg, Franklin County, PA. Russell Insurance Group, Inc. offers a broad range of commercial and personal insurance lines with licenses in 36 states, including Pennsylvania and Maryland, through offices in Westminster, Carroll County, and Germantown, Montgomery County, MD.

On March 31, 2012, total assets of ACNB Corporation were $1.0 billion.

# # #

In addition to historical information, this press release may contain forward-looking statements. Examples of forward-looking statements include, but are not limited to, (a) projections or statements regarding future earnings, expenses, net interest income, other income, earnings or loss per share, asset mix and quality, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of management or the Board of Directors, and (c) statements of assumptions, such as economic conditions in the Corporation’s market areas. Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “intends”, “will”, “should”, “anticipates”, or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. Forward-looking statements are subject to certain risks and uncertainties such as local economic conditions, competitive factors, and regulatory limitations. Actual results may differ materially from those projected in the forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: the effects of new laws and regulations, specifically the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; ineffectiveness of the business strategy due to changes in current or future market conditions; the effects of economic deterioration on current customers, specifically the effect of the economy on loan customers’ ability to repay loans; the effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; interest rate movements; the inability to achieve acquisition-related synergies; difficulties in integrating distinct business operations, including information technology difficulties; disruption from the transaction making it more difficult to maintain relationships with customers and employees, and challenges in establishing and maintaining operations in new markets; volatilities in the securities markets; and, deteriorating economic conditions. We caution readers not to place undue reliance on these forward-looking statements. They only reflect management’s analysis as of this date. The Corporation does not revise or update these forward-looking statements to reflect events or changed circumstances. Please carefully review the risk factors described in other documents the Corporation files from time to time with the Securities and Exchange Commission, including the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Please also carefully review any Current Reports on Form 8-K filed by the Corporation with the Securities and Exchange Commission.

ACNB #2012-06

May 3, 2012