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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Emerging growth company
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 15, 2021, Farmers National Banc Corp. (“Farmers” or the “Company”) held its 2021 Annual Meeting of Shareholders (“2021 Annual Meeting”) for the purposes of: (1) electing three Class II directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2024; (2) considering and voting upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; and (3) considering and voting upon a proposal to ratify the appointment of CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. As of the close of business on March 5, 2021, the record date for the 2021 Annual Meeting, 28,304,437 common shares were outstanding and entitled to vote. At the Annual Meeting, 23,243,769, or approximately 82.12%, of the outstanding common shares entitled to vote were represented in person or by proxy, including 4,633,581 broker non-votes. The results of the voting at the 2021 Annual Meeting are as follows:
Proposal 1: The Company’s shareholders elected the following nominees for director to serve a three-year term ending at the 2024 Annual Meeting of Shareholders:
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Anne Frederick Crawford |
17,480,368 | 1,129,819 | 4,633,581 | |||
| David Z. Paull |
16,281,780 | 2,328,407 | 4,633,581 | |||
| James R. Smail |
18,167,344 | 442,843 | 4,633,581 |
Proposal 2: The Company’s shareholders approved an advisory vote on the 2020 compensation paid to the Company’s named executive officers, with 92.82% of shares voted being cast in favor of the proposal:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 17,273,650 |
662,176 | 674,361 | 4,633,581 |
Proposal 3: The Company’s shareholders ratified the appointment of CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 23,000,226 |
133,068 | 110,474 | 0 |
| Item 7.01 | Regulation FD Disclosure. |
On April 16, 2021, the Company announced that James R. Smail has assumed the role of Chairman of the Board of Directors of the Company (the “Board”), effective April 15, 2021. Mr. Smail previously served as the Vice Chairman of the Board. In addition, the Company announced that David Z. Paull has assumed the role of Vice Chairman of the Board, effective April 15, 2021. The Company issued a press release announcing the appointments of Messrs. Smail and Paull, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The press release is furnished herein, as part of this Item 7.01, as Exhibit 99.1. Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated April 16, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Farmers National Banc Corp. | ||
| By: |
/s/ Kevin J. Helmick | |
| Kevin J. Helmick | ||
| President and Chief Executive Officer | ||
Date: April 16, 2021