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 2, 2017

ACNB Corporation

(Exact name of Registrant as specified in its charter)

Pennsylvania	1-35015	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):

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

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

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

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

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 o

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.  o

CURRENT REPORT ON FORM 8-K

ITEM 5.07           Submission of Matters to a Vote of Security Holders

On May 2, 2017, ACNB Corporation (the “Company”) held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 6,064,138 shares of the Company’s common stock were entitled to vote as of March 13, 2017, the record date for the Annual Meeting. There were 4,524,682 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on nine (9) 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 sixteen (16). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,314,319	144,837	65,526	-0-

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

The shareholders voted to fix the number of Class 1 Directors at six (6). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,335,268	123,907	65,507	-0-

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

The shareholders voted to fix the number of Class 2 Directors at six (6). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,336,405	121,572	66,705	-0-

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
4,318,221	138,992	67,469	-0-

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Proposal No. 5 — To Elect Class 3 Directors

The shareholders voted to elect four (4) Class 3 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
Frank Elsner, III	2,726,550	279,069	1,519,063
James P. Helt	2,740,905	264,714	1,519,063
Scott L. Kelley	2,704,979	300,640	1,519,063
Daniel W. Potts	2,742,639	262,980	1,519,063

Proposal No. 6 — To Elect a Class 2 Director

The shareholders voted to elect one (1) Class 2 Director to serve for a term of one (1) year and until his successor is elected and qualified. The results of the vote were as follows:

Name	For	Withheld	Broker Non-Votes
Thomas A. Ritter	2,681,035	324,584	1,519,063

Proposal No. 7 — 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
2,301,377	580,509	123,733	1,519,063

Proposal No. 8 — To Conduct a Non-Binding Vote on the Frequency of Non-Binding Shareholder Votes on Executive Compensation

The shareholders voted to recommend, in a non-binding vote, a non-binding shareholder vote to approve the compensation of the Company’s Named Executive Officers should occur every one (1) year. The results of the vote were as follows:

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1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
2,295,088	161,326	425,861	123,344	1,519,063

Proposal No. 9 — To Ratify the Selection of the Independent Registered Public Accounting Firm

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, 2017. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
4,417,641	34,668	72,373	-0-

ITEM 7.01           Regulation FD Disclosure

On May 2, 2017, David W. Cathell, Executive Vice President/Treasurer & Chief Financial Officer of the Registrant, and James P. Helt, President of ACNB Bank, a subsidiary of the Registrant, gave a presentation at the 2017 Annual Meeting of Shareholders. A copy of the presentation slides is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01           Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	2017 Annual Meeting Presentation Slides.
99.2	2017 Annual Meeting Press Release dated May 4, 2017.

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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 4, 2017	/s/ Lynda L. Glass
	Lynda L. Glass
	Executive Vice President/
	Secretary & Chief Governance Officer

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EXHIBIT INDEX

EXHIBIT NO.
99.1	2017 Annual Meeting Presentation Slides.
99.2	2017 Annual Meeting Press Release dated May 4, 2017.

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EX-99.1

Exhibit 99.1

Annual Meeting of Shareholders May 2, 2017

Special Cautionary Notice Regarding Forward-Looking Statements

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.

Regulation of Bank

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

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

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

James P. Helt President

Reflecting On Our History We are truly grateful for the determination of a small group of local farmers, mechanics, businessmen and professionals that boldly banded together to form The Farmers’ and Mechanics’ Savings Institution of Adams County on Lincoln Square in 1857. Celebrating 160 Years in 2017!

Largest independent financial institution headquartered in Adams County, PA Founded in 1857 22 Retail Offices and a LPO 14 in Adams County 6 in York County 2 in Franklin County 1 in Cumberland County $1.21 billion in total assets* $908 million in total loans* $968 million in total deposits* $195 million in trust management assets* Russell Insurance Group, Inc. subsidiary with $4.8 million in 2016 revenue ACNB Corporation added to Russell 3000 Index in June 2016 Voted #1 Bank for the second consecutive year in the Hanover Evening Sun Readers’ Choice and Gettysburg Times Pick of the County annual awards * As of December 31, 2016 Our Organization Today

Ranked #1 in Adams County market area with deposit market share of 53.54%*. ACNB Bank has the #1 deposit market share in 6 out of 13 defined market areas*. Gettysburg Carroll Valley Upper Adams East Berlin McSherrystown Newville Strategically positioned in one of the fast growing regions along the East Coast, within a short drive of Baltimore, Philadelphia, and Washington, D.C. The southcentral PA and northern MD markets are home to a diverse mix of businesses and industries. A highly educated workforce and household incomes that are greater than state and national averages. * According to the June 30, 2016 FDIC Deposit Market Share Report Market Overview

Experienced Leadership Name/Title Banking Experience Joined ACNB Bank Experience/Disciplines Prior Experience James P. Helt President & CEO Effective May 5, 2017 28 Years 2008 Strategy, Sales, Lending, Credit, Executive FB&T, Financial Trust, CMTY, SUSQ David W. Cathell EVP/Treasurer & CFO 39 Years 2005 Finance, Treasury, Strategy, Executive PA State Bank, Fulton County National Bank, American Trust Bank, Garrett National Bank Lynda L. Glass EVP/Secretary and Chief Risk & Governance Officer 35 Years 1984 Risk, Governance, Strategy, Executive Meridian Laurie A. Laub EVP/Chief Credit & Operations Officer 17 Years 2005 Credit, Risk, Operations, Technology, Executive Waypoint, Sovereign Douglas A. Seibel EVP/Chief Lending & Revenue Officer 35 Years 2008 Lending, Sales, Credit, Executive FB&T, Meridian, Allfirst, M&T, CMTY, SUSQ Thomas R. Stone EVP/Chief Community Banking Officer 36 Years 2009 Retail, Facilities, Marketing, Human Resources, Executive York Bank & Trust Co., Allfirst, M&T, CMTY, SUSQ

2016 ACNB Bank Franchise Completed major interior and exterior renovations at largest retail office – North Gettysburg. Relocated ACNB Bank Trust & Investment Services to North Gettysburg to provide greater convenience and ample parking for clients. Established new Agribusiness Lending function.

2016 ACNB Bank Franchise Completed interior renovations at the Lincoln Square Office. The Bank’s original historic site of founding in 1857.

2016 ACNB Bank Franchise Completed renovations for Executive Offices at the ACNB Corporation Operations Center. Now fully occupy this 56,040 sq. ft. facility completed in 2005 with ACNB Bank Staff. The ACNB Corporation Operations Center now houses: Executive Management & Finance Loan & Deposit Operations Information & Technology Services Human Resources Marketing & Corporate Relations Treasury Management Facilities & Risk Management Retail Banking Management Loan & Credit Administration Customer Contact Center

2016 ACNB Bank Franchise Relocated South Hanover Office to 1801 Baltimore Pike to provide a more convenient banking experience for Hanover area residents and businesses. Located adjacent to the South Hanover Walmart and Sheetz.

2016 ACNB Bank Franchise Retail banking network expanded in York County with the opening of the South York Plaza Office at 201 Pauline Drive. This office complements our existing York Loan Office located at 1601 South Queen Street.

Pending Acquisition New Windsor Bancorp, Inc. Northern Maryland Community Banking Organization On November 21, 2016, ACNB Corporation (ACNB) and New Windsor Bancorp, Inc. (NWID) executed a definitive agreement whereby NWID will be merged with and into ACNB. ACNB Bank will operate in the Maryland market as NWSB Bank, a division of ACNB Bank. Two directors from NWID will join the Boards of ACNB and ACNB Bank, respectively. NWID shareholders will receive 1.10 shares of ACNB common stock or $30.00 cash for each share of NWID common stock. Based on the market close on November 21, 2016, the transaction is valued at $33,294,000 or $33.11 per share. Subject to NWID shareholder approval, regulatory approvals, and other customary closing conditions.

Pending Acquisition ACNB Reasons for Merger Similarity of the Northern Maryland market to existing ACNB market for efficiency of integration and continuity of current marketing strategies. The merger will not result in any immediate branch closures because the markets are tangential and not overlapping. Banking philosophy and community orientation of ACNB and NWID are very similar. Acquisition is expected to lead to EPS accretion which is above ACNB’s expected ordinary EPS growth rate as a stand alone entity. The combination could result in potential annualized cost savings of nearly 27%.

Investment Comparisons ACNB Corporation (ACNB) 2016 Total Assets $1.21B; Total Loans $908M; Total Deposits $968M New Windsor Bancorp, Inc. (NWID) 2016 Total Assets $308M; Total Loans $265M; Total Deposits $280M ACNB 2016 NWID 2016 ACNB 2015 NWID 2015 Net Income $10,869,000* $1,140,000** $11,017,000 $1,516,000 EPS $1.80 $1.14 $1.83 $2.19 ROA .93% .38% .99% .53% ROE 9.17% 5.08% 9.77% 9.30% Cash DPS $.80 $.24 $.80 $.21 Book Value Per Share $19.80 $22.30 $18.99 $21.79 Stock Price (close) $31.25 $31.40 $21.30 $15.40 * Net of Merger Related Expenses of $472,000 ** Net of Merger Related Expenses of $314,000

Post Merger Profile Total assets of $1.52 billion* Total deposits of $1.24 billion* Total loans of $1.17 billion* 29 retail banking offices in Pennsylvania and Maryland Franchise will include 4 counties in southcentral Pennsylvania and 1 contiguous county in northern Maryland – Carroll County Rank among top 20 banks headquartered in Pennsylvania by asset size * Based on financial results as of December 31, 2016

Our Vision Vision Statement To be the independent financial services provider of choice in the core markets served by building relationships and finding solutions. Strategic Focus Enhance revenue sources to deliver continued solid performance to our shareholders. Control operating expenses by utilizing technology to enhance and streamline operations and delivery channels. Expand our customer base by leveraging current infrastructure with emphasis on new lending opportunities. Bank Profile Asset Size: Small-Mid Size Bank ($1 to $5 billion) Footprint: PA/MD Growth: Organic/Opportunistic Acquisitions

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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

2017 ANNUAL MEETING OF SHAREHOLDERS

GETTYSBURG, PA, May 4, 2017 -— The 2017 Annual Meeting of Shareholders of ACNB Corporation, headquartered in Gettysburg, PA, was held on Tuesday, May 2, at the ACNB Corporation Operations Center, 100 V-Twin Drive, Gettysburg, PA.  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 four Class 3 Directors to serve for terms of three years; election of one Class 2 Director to serve for a term of one year; two advisory proposals related to a vote on executive compensation and the frequency of shareholder votes 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 sixteen; the second proposal fixed the number of Class 1 Directors at six; the third proposal fixed the number of Class 2 Directors at six; 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 ACNB Corporation Directors followed. The shareholders reelected Frank Elsner, III, Scott L. Kelley and Daniel W. Potts as Class 3 Directors to serve for terms of three years until 2020. All were previously members of the Board of Directors of ACNB Corporation. The shareholders also

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elected James P. Helt as a Class 3 Director to serve for a term of three years until 2020. Mr. Helt will become President & Chief Executive Officer of the Corporation and President & Chief Executive Officer of ACNB Bank effective May 5, 2017. In addition, the shareholders elected Thomas A. Ritter as a Class 2 Director to serve for a term of one year with his retirement as President & Chief Executive Officer of ACNB Corporation and Chief Executive Officer of ACNB Bank effective May 5, 2017. Each member of the Corporation’s Board also serves on the Board of Directors for the Corporation’s banking subsidiary, ACNB Bank.

The advisory proposals, which are non-binding, included approval by the shareholders of ACNB Corporation’s executive compensation and the recommendation of the shareholders for the frequency of non-binding shareholder votes on executive compensation to occur every year.

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, 2017.

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.  As of March 31, 2017, ACNB Corporation had total assets of $1.24 billion, total deposits of $990 million, and total loans of $952 million.  Originally founded in 1857 and now celebrating its 160th Anniversary, ACNB Bank serves its marketplace via a network of 22 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.  Russell Insurance Group, Inc. offers a broad range of commercial and personal insurance lines with licenses in 43 states, including Pennsylvania and Maryland, through offices in Westminster, Carroll County, and Germantown, Montgomery County, MD.  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 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 #2017-14

May 4, 2017

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