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):  May 6, 2014

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 6, 2014, ACNB Corporation (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 5,991,311 shares of the Company’s common stock were entitled to vote as of March 7, 2014, the record date for the Annual Meeting. There were 4,530,162 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on seven (7) 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 thirteen (13). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,373,778	100,928	33,932	21,524

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

The shareholders voted to fix the number of Class 1 Directors at five (5). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,363,386	94,787	50,465	21,524

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
4,363,959	94,584	50,095	21,524

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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
4,356,954	101,802	49,882	21,524

Proposal No. 5 — To Elect Class 3 Directors

The shareholders voted to elect four (4) Class 3 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
Frank Elsner, III	2,929,297	135,924	1,464,941
Scott L. Kelley	2,957,943	107,278	1,464,941
Daniel W. Potts	2,978,248	86,973	1,464,941
Thomas A. Ritter	2,975,740	89,481	1,464,941

Proposal No. 6 — To Conduct a Non-Binding Vote on Executive Compensation

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

For	Against	Abstain	Broker Non-Votes
2,710,953	239,669	114,599	1,464,941

Proposal No. 7 — To Ratify the Selection of the Independent Auditors for the Fiscal Year Ending December 31, 2014

The shareholders voted to ratify the selection of BDO USA, LLP as ACNB Corporation’s independent auditors for the fiscal year ending December 31, 2014. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,419,006	66,613	44,543	-0-

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ITEM 7.01           Regulation FD Disclosure

On May 6, 2014, Thomas A. Ritter, President & Chief Executive Officer of the Registrant, as well as other members of management, gave a presentation at the 2014 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 8, 2014.

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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 8, 2014	/s/ Lynda L. Glass
	Lynda L. Glass
	Executive Vice President,
	Secretary & Chief Governance Officer

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EXHIBIT INDEX

EXHIBIT NO.
99.1	Annual Meeting Presentation Slides.
99.2	Press Release dated May 8, 2014.

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EX-99.1

Exhibit 99.1

Annual Meeting of Shareholders May 6, 2014 ACNB Corporation

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 175 150 125 100 75 50 25 0 3 25 140 157 92 51 24 2007 2008 2009 2010 2011 2012 2013

Unprofitable Insured Institutions Source: FDIC Banking Profile 35% 30% 25% 20% 15% 10% 5% 0% 2007 2008 2009 2010 2011 2012 2013 12% 25% 31% 22% 16% 10% 8%

Year-End Comparisons December 31, 2013 Sources: ACNB Form 10-K, FDIC Banking Profile .ACNB FDIC Insured Corporation Institutions ROA 0.90% 1.07% ROE 9.00% 9.56% Yield on Loans 4.54% 5.08% Yield on Securities 2.77% 2.37% Cost of Interest Bearing Deposits 0.31% 0.44% Net Interest Margin 3.48% 3.26% Total Overhead Expense (% of Assets) 2.65% 2.98% Efficiency Ratio 65.2% 67.8% Capital – Tier 1 Leverage 9.54% 9.41% Capital – Total Risk-Based 15.37% 14.93% Loans – Net Charge-Offs 0.30% 0.69% Loans – Non-Performing to Total Loans 1.44% 2.62% Cash Dividends/Net Income 48.7% 36.8%

Cash Dividends – Dollar Per Share Source: SEC Form 10-K Bank 2008 2009 2010 2011 2012 2013 ACNB 0.76 0.76 0.76 0.76 0.76 0.76 Codorus Valley 0.51 0.24 0.23 0.32 0.36 0.44 F&M Trust 1.07 1.08 1.08 1.08 0.78 0.68 Orrstown 0.87 0.88 0.89 0.69 -0- -0- Fulton 0.60 0.12 0.12 0.20 0.30 0.32 Susquehanna 1.04 0.37 0.04 0.08 0.28 0.32

David W. Cathell EVP, Treasurer & Chief Financial Officer ACNB Corporation

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 12/31/2013 8.76% 14.26%

Regulation of Bank The Pennsylvania Department of Banking and Securities, 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 Corporation’s stockholders.

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

Share Price vs. Tangible Book Value

Total Return Performance

James P. Helt EVP/Banking Services ACNB Bank

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

Non-Performing Loans At Year-End as Percentage of Total Loans

Other Real Estate Owned At Period-End in Dollars

Net Loan Losses to Total Loans 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

North Hanover Office

ACNB Bank Branding Proud to be your local bank in Hanover.

Chambersburg Office 850 Norland Avcenue Chambersburg, PA Opening Summer 2014

York Loan Production Office John E. Kashner - 30 Years Experience Donald C. McVay - 30 Years Experience Claire M. Forbush - 15 Years Experience

Lynda L. Glass EVP, Secretary & Chief Governance Officer ACNB Corporation

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.

ACNB Bank Risk Management Team • First Vice President & Risk Manager • Vice President/Security & Fraud Officer • Vice President/Compliance & Community Reinvestment Act Officer • Vice President/Bank Secrecy Act, Customer Identification Program & OFAC Officer • Vice President/Information Security Officer • Risk Management Officer • Supervised by Chief Risk Officer • Reporting to Board Audit Committee • Supplemented by Outsourced Internal Audit and Other Independent Service Providers

Bank Risk Management Team Responsibilities • Develops, implements and administers specific risk management programs. • Supports business lines and operational functions with risk-related matters. • Interacts with regulators and coordinates regulatory examinations.

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

Transaction & Operational Risk Focus • Electronic Payment Systems • Digital Banking • Cybersecurity • Information Security • Third-Party Debit Card Breaches

ACNB Bank Initiatives • Network/Device Security Procedures and Protocols • Network Scanning and Alerts • Network Penetration and Vulnerability Testing • Multifactor Authentication and Anomaly Detection • Customer Communication and Education • EMV-Enabled Debit Card Reissuance

Protecting Your Online Information • Use Strong, Unique Passwords for All Devices and Logins • Use Multifactor Authentication for Online Banking and Transactions • Update Devices with Latest Security and Antivirus Releases • Secure Wireless Networks • Dispose of Devices Properly • Do Not Open Emails or Attachments from Unknown Sources • Beware of Phishing Attempts • If PC Compromised, Shut Down and Unplug

Shareholder Profile Number of Outstanding Shares at March 31, 2014

Registered Shareholders by Geography Number of Registered Holders at March 31, 2014

Registered Shareholders by Share Ownership Number of Registered Holders at March 31, 2014

Dividend Reinvestment & Stock Purchase Plan Total Plan Investment at Year-End in Dollars

www.acnb.com New ACNB Bank Website

www.acnb.com ACNB Corporation Website Pages

Karen B. Arthur FVP & Senior Trust Officer ACNB Bank

Trust Assets At Year-End in Millions of Dollars

Trust Fee Income At Year-End in Thousands of Dollars

Trust Fee Income by Segment At Year-End in Thousands of Dollars

New Trust & Investment Services Offering • NOT FDIC-INSURED • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY • NOT GUARANTEED BY THE BANK • MAY GO DOWN IN VALUE • $50,000 Minimum Investment • Personalized Planning • Local Expert Advice • Daily Access

New Trust & Investment Services Offering • NOT FDIC-INSURED • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY • NOT GUARANTEED BY THE BANK • MAY GO DOWN IN VALUE • Introduced January 2013 • Opened 39 Accounts in 2013 • New Business of $3.2 Million • 1% Annual Fee • Client Niche

Russell Insurance Group Frank C. Russell, Jr. President & CEO

Russell Insurance Group Net Income GAAP Basis at Year-End

Russell Insurance Group EPS Earnings Per Share at Year-End

Russell Insurance Group Total Revenue in Thousands of Dollars

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EX-99.2

Exhibit 99.2

	Press Release
FOR IMMEDIATE RELEASE
	Contact:	Lynda L. Glass
		EVP, Secretary &
		Chief Governance Officer
		717.339.5085
		lglass@acnb.com

ACNB CORPORATION HOLDS

2014 ANNUAL MEETING OF SHAREHOLDERS

GETTYSBURG, PA, May 8—The 2014 Annual Meeting of Shareholders of ACNB Corporation, headquartered in Gettysburg, PA, was held on Tuesday, May 6, 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 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 thirteen; the second proposal fixed the number of Class 1 Directors at five; 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 Frank Elsner, III, Scott L. Kelley, Daniel W. Potts and Thomas A. Ritter as Class 3 Directors for a three-year term expiring in 2017.  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.

MORE…

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 the selection of BDO USA, LLP as ACNB Corporation’s independent auditors for the fiscal year ending December 31, 2014.

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 a loan office in Chambersburg, Franklin County, PA, with a new retail banking office slated to open in this community during Summer 2014.  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, 2014, total assets of ACNB Corporation were $1.046 billion.  For more information regarding ACNB Corporation and its subsidiaries, please visit acnb.com.

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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; impacts of the new capital and liquidity

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requirements of the Basel III standards and other regulatory pronouncements, regulations and rules; ineffectiveness of the business strategy due to changes in current or future market conditions; future actions or inactions of the United States government, including effects of short- and long-term federal budget and tax negotiations and a failure to increase the government debt limit or a prolonged shutdown of the federal government; the effects of economic deterioration and the prolonged economic malaise 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; difficulties in integrating and operating distinct business operations, including information technology difficulties; challenges in establishing and maintaining operations in new markets; volatilities in the securities markets; and, slow 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 #2014-11

May 8, 2014

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