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 (
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This Form 8-K/A amends the Form 8-K filed by Auburn National Bancorporation, Inc. (“the Company”) on July 2, 2025 (Item 5.03) with respect to a Certificate of Amendment (the “Certificate of Amendment”) amending and restating Section 7.04 to the Company’s Certificate of Incorporation (the “Amendment”) considered at the Company’s Annual Meeting held May 13, 2025 (the “Annual Meeting”).
The following restates in full Item 5.03 from the July 2, 2025 Form 8-K and Item 9.01 includes the Certificate of Correction with respect to the Amendment and the Previously filed Certificate of Amendment.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Company’s Annual Meeting, the Company’s shareholders, among other matters, considered the Amendment to the Company’s Certificate of Incorporation. Of the shares of Company common stock voted in person or by proxy, 96.65% voted in favor of approving the Amendment; however, such votes were less than the majority of the outstanding shares of Corporation’s common stock required by the Delaware General Corporation Law Section 242 for an amendment to a certificate of incorporation.
Upon determining that the Amendment was ineffective, the Company filed the Certificate of Correction on July 7, 2025 with the Delaware Secretary of State, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein. The Certificate of Correction states that the Corporation’s Certificate of Amendment was ineffective and withdraws the Certificate of Amendment. Section 7.04 of the Corporation’s Certificate of Incorporation remains in effect unmodified by the proposed Amendment.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
3.1 | Certificate of Correction of Certificate of Amendment of Certificate of Incorporation amending 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 7, 2025