8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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 3, 2016

ACNB Corporation

(Exact name of Registrant as specified in its charter)

Pennsylvania	0-11783	23-2233457
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16 Lincoln Square, Gettysburg, PA	17325
(Address of principal executive offices)	(Zip Code)

717.334.3161

(Registrant’s telephone number, including area code)

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):

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

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

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

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

CURRENT REPORT ON FORM 8-K

ITEM 5.07Submission of Matters to a Vote of Security Holders

On May 3, 2016, ACNB Corporation (the “Company”) held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 6,039,724 shares of the Company’s common stock were entitled to vote as of March 14, 2016, the record date for the Annual Meeting. There were 4,428,728 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on seven (7) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.

Proposal No. 1 — To Fix the Number of Directors

The shareholders voted to fix the number of the Company’s Directors at thirteen (13). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,271,301	103,782	53,645	-0-

Proposal No. 2 — To Fix the Number of Class 1 Directors

The shareholders voted to fix the number of Class 1 Directors at five (5). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,236,624	140,747	51,357	-0-

Proposal No. 3 — To Fix the Number of Class 2 Directors

The shareholders voted to fix the number of Class 2 Directors at four (4). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,239,834	135,794	53,100	-0-

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Proposal No. 4 — To Fix the Number of Class 3 Directors

The shareholders voted to fix the number of Class 3 Directors at four (4). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,205,986	169,906	52,836	-0-

Proposal No. 5 — To Elect Class 1 Directors

The shareholders voted to elect five (5) Class 1 Directors to serve for terms 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
James J. Lott	2,768,476	93,898	1,566,354
Robert W. Miller	2,767,029	95,345	1,566,354
J. Emmett Patterson	2,753,810	108,564	1,566,354
Marian B. Schultz	2,750,432	111,942	1,566,354
James E. Williams	2,766,733	95,641	1,566,354

Proposal No. 6 — To Conduct a Non-Binding Vote on Executive Compensation

The shareholders voted to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
2,485,466	219,712	157,196	1,566,354

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Proposal No. 7 — To Ratify the Selection of the Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2016

The shareholders voted to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,295,166	33,842	99,720	-0-

ITEM 7.01Regulation FD Disclosure

On May 3, 2016, Thomas A. Ritter, President & Chief Executive Officer of the Registrant, as well as other members of management, gave a presentation at the 2016 Annual Meeting of Shareholders. A copy of the presentation slides is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	2016 Annual Meeting Presentation Slides.
99.2	2016 Annual Meeting Press Release dated May 5, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	ACNB CORPORATION
	(Registrant)
Dated: May 5, 2016	/s/ Lynda L. Glass
	Lynda L. Glass
	Executive Vice President/
	Secretary & Chief Governance Officer

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EXHIBIT INDEX

EXHIBIT NO.
99.1	2016 Annual Meeting Presentation Slides.
99.2	2016 Annual Meeting Press Release dated May 5, 2016.

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EX-99.1

Exhibit 99.1

Annual Meeting of Shareholders May 3, 2016

Special Cautionary Notice Regarding Forward-Looking Statements During the course of this presentation, there may be projections and forward-looking statements regarding events or the future financial performance of ACNB Corporation. We wish to caution you that these forward-looking statements involve certain risks and uncertainties, including a variety of factors that may cause actual results to differ materially from the anticipated results expressed in these forward-looking statements. ACNB Corporation assumes no duty to update the forward-looking statements made in this presentation.

Thomas A. Ritter President & Chief Executive Officer

Loans & Deposits At Year-End in Millions of Dollars

Earnings At Year-End in Millions of Dollars 7.4 7.3 7.9 6.7 7.2 8.4 8.5 8.9 9.3 10.3 11.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Book Value Per Share At Year-End in Dollars 12.32 12.90 14.21 14.18 14.90 15.81 16.39 16.98 17.83 18.29 18.99 0.00 2.00 4.00 6.00 8.00 10.00 12.00 14.00 16.00 18.00 20.00 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

KBW Announces 2015 Bank Honor Roll Award Winners 18 U.S. Banking Institutions Recognized for Exceptional 10-Year Track Record NEW YORK--(BUSINESS WIRE)--KBW, a full-service, boutique investment bank and broker-dealer that specializes in the financial services sector, and a wholly owned subsidiary of Stifel Financial Corp. (NYSE:SF), today named 18 U.S. banking institutions to its coveted “Bank Honor Roll” of superior performers. Honor Roll winners are publicly traded banking institutions with more than $500 million in total assets that meet the following three conditions: · No annual loss reported in net income per share before extraordinary items over the past 10 years; · 2015 annual reported net income per share before extraordinary items equal to or greater than peak net income per share over the past 10 years; and · Consecutive increases in net income per share before extraordinary items since 2001. KBW found that 18 banking institutions, out of nearly 400 total companies screened, now qualify for inclu sion on the KBW Bank Honor Roll; down from 25 institutions in the prior year. One new member made this year’s list: ServisFirst Bancshares, Inc. ( SFBS). There are also 17 returning members that made this year’s list: ACNB Corporation (ACNB), Auburn National Bancorporation, Inc. (AUBN), BancFirst Corporation (BANF), Century Bancorp, Inc. (CNBKA), Eagle Bancorp, Inc. (EGBN), Enterprise Bancorp, Inc. (EBTC), First Defiance Financial Corp. (FDEF), First Financial Bankshares, Inc. (FFIN), German American Bancorp, Inc. (GABC), Greene County Bancorp, Inc. (GCBC), Lakeland Financial Corporation (LKFN), Signature Bank (SBNY), Stock Yards Bancorp, Inc. (SYBT), TowneBank (TOWN), U.S. Bancorp (USB), Washington Trust Bancorp, Inc. (WASH), and Wells Fargo & Company (WFC). “The past ten years, which included the financial crisis, have been one of the most challenging decades in the history of U.S. banking, as evidenced by the 527 banks that failed during this period,” noted Fred Cannon, KBW Director of Research. “The Bank Honor Roll allows KBW to recognize banking companies that have differentiated themselves from their peers and succeeded during these volatile times while simultaneously positioning themselves for further growth in what continues to be a challenging o perating environment. Banks continue to grapple with these industry issues, including a 'lower-for-longer' rate scenario and increased economic uncertainty. The KBW Bank Honor Roll acknowledges those banks that remain well-positioned to succeed and have successfully weathered the numerous operating challenges over the last decade.”

David W. Cathell EVP/Treasurer & Chief Financial Officer

Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) The Federal Deposit Insurance Corporation Improvement Act requires that institutions be classified, based on their risk-based capital ratios into one of five defined categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. Tier 1 Total Risk-Based Leverage Ratio Capital Ratio FDICIA Standard, Greater Than or Equal To Greater Than or Equal To Well Capitalized 5.0% 10.0% ACNB Bank at 12/31/2015 8.84% 14.48%

Regulation of Bank The Pennsylvania Department of Banking and Securities, which has primary supervisory authority over banks chartered in Pennsylvania, regularly examines banks in such areas as reserves, loans, investments, management practices, and other aspects of operations. The FDIC is the primary federal regulator of state-chartered banks and also regularly examines state-chartered banks for safety and soundness. These examinations are designed for the protection of the subsidiary bank’s depositors rather than ACNB Corporation’s stockholders.

Balance Sheet Trends At Year-End in Millions of Dollars

Net Income At Year-End in Millions of Dollars

Net Interest Income At Year-End in Millions of Dollars

Stockholders’ Equity At Year-End in Millions of Dollars

Book Value Per Share At Year-End in Dollars

Share Price vs. Tangible Book Value At Quarter-End in Dollars Per Share

Total Return Performance

James P. Helt President

Total Loans At Year-End in Millions of Dollars

Allowance for Loan Losses At Year-End as Percentage of Total Loans

Non-Performing Loans At Year-End as Percentage of Total Loans

Other Real Estate Owned At Year-End in Dollars

Net Loan Losses to Total Loans At Year-End as Percentage of Total Loans

Total Deposits At Year-End in Millions of Dollars

Introduced EMV Chip Cards and Rolled Out New Online Banking Platform EMV Chip Card Series

Chambersburg Drive-Up Office – Wayne Avenue

Lincoln Square/Operations Center/North Gettysburg

South Hanover Office

South York Plaza Office

Voted #1 In Hanover & Gettysburg

ACNB Bank Footprint

Lynda L. Glass EVP/Secretary & Chief Governance Officer

Shareholder Profile Number of Outstanding Shares at March 31

Registered Shareholders by Geography Number of Registered Holders at March 31

Registered Shareholders by Share Ownership Number of Registered Holders at March 31

Dividend Reinvestment & Stock Purchase Plan Total Plan Investment at Year-End in Dollars

Karen B. Arthur FVP/Senior Trust Officer

Trust Assets At Year-End in Millions of Dollars

Trust Fee Income At Year-End in Thousands of Dollars

Trust Fee Income by Segment At Year-End in Thousands of Dollars

Trust & Investment Services Offering NOT A DEPOSIT NOT FDIC-INSURED NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY NOT GUARANTEED BY THE BANK MAY GO DOWN IN VALUE $50,000 Minimum Investment Personalized Planning Local Expert Advice Daily Access As of December 31, 2015 92 Accounts $7.9 Million

ACNB Bank Trust & Investment Services First Vice President/Senior Trust Officer Karen B. Arthur - Gettysburg Trust Officers Vice President Daniel K. Baer - Chambersburg Vice President Debra T. Little - Hanover/Gettysburg Vice President Christine R. Settle - Gettysburg Vice President/Trust Investment Manager Mark P. Bernier - Gettysburg Vice President/Trust Investment Officer Thomas A. Holmes - Chambersburg Vice President/Trust Operations Manager Charlene L. Feuchtenberger

Frank C. Russell, Jr. President & CEO

Russell Insurance Group Net Income GAAP Basis at Year-End

Russell Insurance Group EPS Earnings Per Share at Year-End

Russell Insurance Group Total Revenue At Year-End

[LOGO]

EX-99.2

Exhibit 99.2

Press Release

FOR IMMEDIATE RELEASE

Contact:	Lynda L. Glass
	EVP/Secretary & Chief Governance Officer
	717.339.5085
	lglass@acnb.com

ACNB CORPORATION HOLDS

2016 ANNUAL MEETING OF SHAREHOLDERS

GETTYSBURG, PA, May 5, 2016—The 2016 Annual Meeting of Shareholders of ACNB Corporation, headquartered in Gettysburg, PA, was held on Tuesday, May 3, at the ACNB Corporation Operations Center, 100 V-Twin Drive, Gettysburg, PA, at 1:00 p.m.  The business matters resolved at the Annual Meeting included four proposals related to the fixing of the number of directors and the number in each class of directors; election of five Class 1 directors; one advisory proposal related to a vote on executive compensation; and, ratification of the Corporation’s independent registered public accounting firm.

The first proposal fixed the number of directors of the Corporation at thirteen; the second proposal fixed the number of Class 1 Directors at five; the third proposal fixed the number of Class 2 Directors at four; and, the fourth proposal fixed the number of Class 3 Directors at four. All four of these proposals were approved by the ACNB Corporation shareholders.

The election of Class 1 Directors followed. The shareholders reelected James J. Lott, Robert W. Miller, J. Emmett Patterson, Marian B. Schultz and James E. Williams as Class 1 Directors for a three-year term expiring in 2019. All were previously members of the Board of Directors of ACNB Corporation. Each member of the Corporation’s Board also serves on the Board of Directors for the Corporation’s banking subsidiary, ACNB Bank.

MORE…

The advisory proposal, which is non-binding, included approval by the shareholders of ACNB Corporation’s executive compensation.

The final proposal was ratification by the shareholders of the selection of BDO USA, LLP as ACNB Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

ACNB Corporation, headquartered in Gettysburg, PA, is the financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and Russell Insurance Group, Inc., Westminster, MD.  Originally founded in 1857, ACNB Bank serves its marketplace via a network of 21 retail banking offices located in the four southcentral Pennsylvania counties of Adams, Cumberland, Franklin and York.  In addition, the Bank operates a loan office in York, PA, where a new retail banking office is planned to open in Summer 2016 at South York Plaza. Russell Insurance Group, Inc. offers a broad range of commercial and personal insurance lines with licenses in 42 states, including Pennsylvania and Maryland, through offices in Westminster, Carroll County, and Germantown, Montgomery County, MD.  On March 31, 2016, total assets of ACNB Corporation were $1.15 billion.  For more information regarding ACNB Corporation and its subsidiaries, please visit acnb.com.

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In addition to historical information, this press release may contain forward-looking statements. Examples of forward-looking statements include, but are not limited to, (a) projections or statements regarding future earnings, expenses, net interest income, other income, earnings or loss per share, asset mix and quality, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of management or the Board of Directors, and (c) statements of assumptions, such as economic conditions in the Corporation’s market areas. Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “intends”, “will”, “should”, “anticipates”, or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. Forward-looking statements are subject to certain risks and uncertainties such as local economic conditions, competitive factors, and regulatory limitations. Actual results may differ materially from those projected in the forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: the effects of governmental and fiscal policies, as well as legislative and regulatory changes; the effects of new laws and regulations, specifically the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; impacts of the new capital and liquidity requirements of the Basel III standards; the effects of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; ineffectiveness of the business strategy

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due to changes in current or future market conditions; future actions or inactions of the United States government, including the effects of short- and long-term federal budget and tax negotiations and a failure to increase the government debt limit or a prolonged shutdown of the federal government; the effects of economic deterioration and the prolonged economic malaise on current customers, specifically the effect of the economy on loan customers’ ability to repay loans; the effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities, and interest rate protection agreements, as well as interest rate risks; difficulties in acquisitions and integrating and operating acquired business operations, including information technology difficulties; challenges in establishing and maintaining operations in new markets; the effects of technology changes; volatilities in the securities markets; slow economic conditions; the failure of assumptions underlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities; acts of war or terrorism; disruption of credit and equity markets; the ability to manage current levels of impaired assets; the loss of certain key officers; the ability to maintain the value and image of the Corporation’s brand and protect the Corporation’s intellectual property rights; continued relationships with major customers; and, potential impacts to the Corporation from continually evolving cybersecurity and other technological risks and attacks, including additional costs, reputational damage, regulatory penalties, and financial losses. We caution readers not to place undue reliance on these forward-looking statements. They only reflect management’s analysis as of this date. The Corporation does not revise or update these forward-looking statements to reflect events or changed circumstances. Please carefully review the risk factors described in other documents the Corporation files from time to time with the SEC, including the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.  Please also carefully review any Current Reports on Form 8-K filed by the Corporation with the SEC.

ACNB #2016-19

May 5, 2016

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