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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Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class | Trading Symbol(s) | Name Of Each Exchange On Which Registered |
CURRENT REPORT ON FORM 8-K
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 15, 2022, the Boards of Directors of ACNB Corporation (the “Corporation”) and ACNB Bank (the “Bank”), upon the recommendation of the Compensation Committee of the Boards of Directors of the Corporation and the Bank, granted the Named Executive Officers of ACNB Corporation, all of whom are employed by ACNB Bank, awards of restricted stock (“Variable Equity Awards”) pursuant to the ACNB Bank Variable Compensation Plan and the ACNB Corporation 2018 Omnibus Stock Incentive Plan (the “Plans”). The form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for employees (the “Employee Award Agreement”) sets forth the material terms of a Variable Equity Award including the applicable time-based vesting terms, the treatment of unvested shares of restricted stock upon termination of employment, and the forfeiture restrictions in the event the recipient’s employment with ACNB Bank is terminated.
| Name | Title | Shares of Restricted Stock Awarded |
| James P. Helt | President & Chief Executive Officer | 2,916.921197 |
| David W. Cathell | Executive Vice President/Treasurer & Chief Financial Officer | 1,282.834453 |
| Lynda L. Glass | Executive Vice President/Secretary & Chief Governance Officer | 1,365.302382 |
Subject to earlier forfeiture or accelerated vesting under circumstances described in the Employee Award Agreement, one-third (1/3) of the recipient’s Variable Equity Award shall be 100% vested as of the date of grant, with the next one-third (1/3) 100% vested as of January 1, 2023, and the final one-third (1/3) 100% vested as of January 1, 2024.
In addition, on March 15, 2022, the Boards of Directors of the Corporation and the Bank, upon the recommendation of the Compensation Committee of the Boards of Directors of the Corporation and the Bank, granted Variable Equity Awards of 450 shares of restricted stock to each of the non-employee directors of the Corporation and the Bank pursuant to the Plans. The form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for non-employee directors (the “Director Award Agreement”) sets forth the material terms of a Variable Equity Award including the applicable time-based vesting terms, the treatment of unvested shares of restricted stock upon termination of board service, and the forfeiture restrictions in the event of termination of board service. Subject to earlier forfeiture or accelerated vesting under circumstances described in the Director Award Agreement, one-third (1/3) of the recipient’s Variable Equity Award shall be 100% vested as of the date of grant, with the next one-third (1/3) 100% vested as of January 1, 2023, and the final one-third (1/3) 100% vested as of January 1, 2024.
The Variable Equity Awards are subject to the terms of the Plans and the terms of each recipient’s Employee Award Agreement or Director Award Agreement, as applicable. The ACNB Bank Variable Compensation Plan, the ACNB Corporation 2018 Omnibus Stock Incentive Plan, the form of Employee Award Agreement, and the form of Director Award Agreement are filed herewith as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number | Description |
| 99.2 | ACNB Corporation 2018 Omnibus Stock Incentive Plan. (Incorporated by reference to Exhibit A of the Registrant’s Proxy Statement on Schedule 14A, filed with the Commission on March 27, 2018.) |
| 99.3 | Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Employees dated as of March 15, 2022. |
| 99.4 | Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Non-Employee Directors dated as of March 15, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 21, 2022 | /s/ Lynda L. Glass |
| Lynda L. Glass | |
| Executive Vice President/ | |
| Secretary & Chief Governance Officer |