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
Date of Report (Date of earliest event reported): July 2, 2025 (
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
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(IRS Employer Identification No.) |
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(
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The 2025 Annual Meeting of Shareholders of Auburn National Bancorporation, Inc. (“the Company”) was held on Tuesday, May 13, 2025, at which the shareholders approved an amendment to the Company’s Certificate of Incorporation to limit the liability of officers as permitted by the Delaware General Corporation Law.
A detailed description of the amendment is set forth in “Proposal Four: Amendment of Certificate of Incorporation” in the Company’s proxy statement filed with the Securities and Exchange Commission on April 3, 2025, which description is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Certificate of Incorporation amending and restating Section 7.04 of the Certificate of Incorporation (“Certificate of Amendment”) filed as Exhibit 3.1 to this Report and incorporated herein by reference. The Certificate of Amendment became effective upon its filing with the Secretary of State of the State of Delaware on July 1, 2025.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation amending and restating Section 7.04 of the Certificate of Incorporation. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL. | |
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.
| AUBURN NATIONAL BANCORPORATION, INC. | ||||||
| (Registrant) | ||||||
/s/ David A. Hedges | ||||||
| David A. Hedges | ||||||
| President and CEO | ||||||
Date: July 2, 2025