8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 17, 2023

FNCB Bancorp, Inc.

(Exact name of registrant as specified in its Charter)

Pennsylvania	001-38408	23-2900790
(State or other jurisdiction	(Commission file number)	(IRS Employer
of incorporation)		Identification No.)

102 E. Drinker St., Dunmore, PA, 18512

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 570.346.7667

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

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

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

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

☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $1.25 par value	FNCB	Nasdaq Capital Market

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, indicated 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 5.07. Submission of Matters to a Vote of Security Holders. 

At the 2023 Annual Meeting of Shareholders held on May 17, 2023, FNCB Bancorp, Inc.'s (“FNCB”) shareholders voted on: (i) the election of each of FNCB's four (4) nominees for Class A director; (ii) a proposal to hold an advisory vote on the compensation of FNCB's named executive officers; (iii) a proposal to approve the adoption of the FNCB Bancorp, Inc. 2023 Equity Incentive Plan; and (iv) a proposal to ratify the appointment of Baker Tilly US, LLP as FNCB's independent registered public accounting firm for the year ending December 31, 2023. The results of the voting were as follows: 

1. Proposal No. 1: Election of Directors.

The shareholders of FNCB elected all of the Class A directors by the following vote:

Class C Directors	For	Withheld	Broker Non-Vote
Gerard A. Champi	12,050,014	151,670	3,970,846
Louis A. DeNaples	11,564,167	637,517	3,970,846
Keith Eckel	11,541,672	660,012	3,970,846
Kathleen McCarthy Lambert, CPA	12,020,910	180,774	3,970,846

2. Proposal No. 2: Advisory vote on the compensation of FNCB's named executive officers:

The shareholders of FNCB approved, on an advisory basis, the compensation of FNCB's named executive officers by the following vote:

For	Against	Abstain	Broker Non-Vote
11,488,968	580,778	131,938	3,970,846

3. Proposal No. 3: The shareholders of FNCB approved the adoption of the FNCB Bancorp, Inc. 2023 Equity Incentive Plan by the following vote:

For	Against	Abstain	Broker Non-Vote
11,231,766	847,055	122,863	3,970,846

4. Proposal No. 4: Ratification of the appointment of FNCB's independent registered public accounting firm:

The shareholders of FNCB ratified the appointment of Baker Tilly US, LLP as FNCB's independent registered public accounting firm for the year ending December 31, 2023 by the following vote:

For	Against	Abstain
16,076,640	69,635	26,255

Item 9.01. Financial Statements and Exhibits. 

(d)          Exhibits.

104     Cover Page Interactive Data File (embedded within the InlineXBRL document)

 Signature

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.

	FNCB BANCORP, INC.
	By:	/s/ James M. Bone, Jr.
		James M. Bone, Jr., CPA Executive Vice President and Chief Financial Officer
Dated: May 17, 2023

XML

Document And Entity Information	May 17, 2023
Document Information [Line Items]
Entity, Registrant Name	FNCB Bancorp, Inc.
Document, Type	8-K
Document, Period End Date	May 17, 2023
Entity, Incorporation, State or Country Code	PA
Entity, File Number	001-38408
Entity, Tax Identification Number	23-2900790
Entity, Address, Address Line One	102 E. Drinker St.
Entity, Address, City or Town	Dunmore
Entity, Address, State or Province	PA
Entity, Address, Postal Zip Code	18512
City Area Code	570
Local Phone Number	346.7667
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FNCB
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001035976