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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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):
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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. ☐
ENB FINANCIAL CORP
CURRENT REPORT ON FORM 8-K
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 10, 2022, ENB Financial Corp (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 5,583,956 shares of the Company's common stock were entitled to vote as of March 4, 2022, the record date for the Annual Meeting. There were 4,672,127 shares present in person or by proxy at the Annual Meeting, at which time the shareholders were asked to vote on four (4) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results on such proposals.
Proposal No. 1 – Election of Class A Directors
The shareholders voted to elect three (3) Class A directors to serve for a term 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 |
|
Brian K. Reed |
3,992,643 |
216,595 |
462,889 |
|
Jeffrey S. Stauffer
|
3,990,999 |
218,239 |
462,889
|
| J. Daniel Stoltzfus | 3,984,279 | 224,959 |
462,889
|
Proposal No. 2 – Conduct non-binding shareholder vote on executive compensation:
The shareholders voted to approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of the Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2021 Summary Compensation Table and the other related tables and narrative discussion contained in the Proxy Statement. The results of the vote were as follows:
| Broker | |||
| For | Against | Abstain | Non-Votes |
| 3,901,874 | 233,605 | 73,759 | 462,889 |
Proposal No. 3 – Approve and adopt the ENB Financial Corp 2022 Employee Stock Purchase Plan:
The shareholders voted to approve and adopt the ENB Financial Corp 2022 Employee Stock Purchase Plan. The results of the vote were as follows:
| Broker | |||
| For | Against | Abstain | Non-Votes |
| 3,966,655 | 187,780 | 54,803 | 462,889 |
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ENB FINANCIAL CORP
Proposal No. 4 - Ratify S.R. Snodgrass, P.C. as public accounting firm for year ending December 31, 2022:
The shareholders voted to ratify S.R Snodgrass, P.C. as the public accounting firm for the year ending December 31, 2022 The results of the vote were as follows:
| For | Against | Abstain |
| 4,611,052 | 7,640 | 53,435 |
| Item 7.01 | Regulation FD Disclosure |
On May 10, 2022, Jeffrey S. Stauffer, Chief Executive Officer and President of the Registrant, as well as other members of management, gave a presentation at the Annual Meeting. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit Number | Description |
| 99.1 | Annual Meeting Presentation Slides. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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ENB FINANCIAL CORP
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 thereunto duly authorized.
| ENB FINANCIAL CORP | |
| (Registrant) | |
| Dated: May 11, 2022 | /s/ Rachel G. Bitner |
| Rachel G. Bitner | |
| Treasurer | |
| (Principal Financial Officer) |
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