8-K 1 a19-9471_18k.htm 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 7, 2019

 

ACNB Corporation

(Exact name of Registrant as specified in its charter)

 

Pennsylvania

 

1-35015

 

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))

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Trading Symbol(s)

 

Name of each exchange on which registered:

Common Stock, $2.50 par value per share

 

ACNB

 

The NASDAQ Stock Market, LLC

 

 

 

 

CURRENT REPORT ON FORM 8-K

 

ITEM 5.07                                  Submission of Matters to a Vote of Security Holders

 

On May 7, 2019, ACNB Corporation (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 7,049,682 shares of the Company’s common stock were entitled to vote as of March 18, 2019, the record date for the Annual Meeting. There were 5,477,768 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on three (3) 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 Elect Class 1 Directors

 

The shareholders voted to elect five (5) Class 1 Directors to serve for terms 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

 

Todd L. Herring

 

3,633,720

 

282,786

 

1,561,262

 

James J. Lott

 

3,669,381

 

247,125

 

1,561,262

 

J. Emmett Patterson

 

3,606,099

 

310,407

 

1,561,262

 

Marian B. Schultz

 

3,646,134

 

270,372

 

1,561,262

 

James E. Williams

 

3,626,693

 

289,813

 

1,561,262

 

 

Proposal No. 2 — 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

 

2,961,249

 

791,625

 

163,632

 

1,561,262

 

 

Proposal No. 3 — To Ratify the Selection of the Independent Registered Public Accounting Firm

 

The shareholders voted to ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of the vote were as follows:

 

2

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

5,360,514

 

48,503

 

68,751

 

-0-

 

 

ITEM 7.01           Regulation FD Disclosure

 

On May 7, 2019, David W. Cathell, Executive Vice President/Treasurer & Chief Financial Officer of the Registrant, and James P. Helt, President & Chief Executive Officer of the Registrant, made presentations at the 2019 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

 

2019 Annual Meeting Presentation Slides.

99.2

 

2019 Annual Meeting Press Release dated May 9, 2019.

 

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EXHIBIT INDEX

 

EXHIBIT NO.

 

 

 

 

 

99.1

 

2019 Annual Meeting Presentation Slides.

99.2

 

2019 Annual Meeting Press Release dated May 9, 2019.

 

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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 9, 2019

/s/ Lynda L. Glass

 

Lynda L. Glass

 

Executive Vice President/

 

Secretary & Chief Governance Officer

 

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