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 1, 2018

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 5.07Submission of Matters to a Vote of Security Holders

On May 1, 2018, ACNB Corporation (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 7,023,658 shares of the Company’s common stock were entitled to vote as of March 12, 2018, the record date for the Annual Meeting. There were 5,345,307 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on thirteen (13) 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 fifteen (15). The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
3,395,030	116,735	25,411	1,808,131

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
3,390,182	118,717	28,277	1,808,131

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
3,385,132	122,015	30,029	1,808,131

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
3,389,447	118,543	29,186	1,808,131

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Proposal No. 5 — To Elect Class 2 Directors

The shareholders voted to elect six (6) Class 2 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
Richard L. Alloway II	3,381,322	155,854	1,808,131
Donna M. Newell	3,424,500	112,676	1,808,131
Thomas A. Ritter	3,275,713	261,463	1,808,131
D. Arthur Seibel, Jr.	3,330,014	207,162	1,808,131
David L. Sites	3,360,022	177,154	1,808,131
Alan J. Stock	3,401,632	135,544	1,808,131

Proposal No. 6 — To Elect a Class 1 Director

The shareholders voted to elect one (1) Class 1 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
Todd L. Herring	3,407,793	129,383	1,808,131

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
3,071,644	376,056	89,476	1,808,131

Proposal No. 8 — To Approve and Adopt an Amendment to the Articles of Incorporation to Remove and Delete Article 10

The shareholders voted to approve and adopt an amendment to the Articles of Incorporation to remove and delete Article 10 regarding the classification of the Board of Directors. The results of the vote were as follows:

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For	Against	Abstain	Broker Non-Votes
2,417,075	1,032,496	87,605	1,808,131

Proposal No. 9 — To Approve and Adopt an Amendment to the Articles of Incorporation to Remove and Delete Article 11

The shareholders voted to approve and adopt an amendment to the Articles of Incorporation to remove and delete Article 11 regarding fixing the number of Directors that constitute the whole Board of Directors by the shareholders. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
2,493,825	988,391	54,960	1,808,131

Proposal No. 10 — To Approve and Adopt an Amendment to the Bylaws to Add New Article II, Sections 204 and 205

The shareholders voted to approve and adopt an amendment to the Bylaws to add new Article II, Sections 204 and 205, classifying the Board of Directors and granting the Board of Directors authority to fix the number of Directors that constitutes the Board of Directors as a whole and the number of Directors in each class. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
2,182,563	1,310,642	43,971	1,808,131

Proposal No. 11 — To Approve and Adopt an Amendment to Current Article II, Section 204, of the Bylaws and Thereafter Renumber It as Section 206

The shareholders voted to approve and adopt an amendment to current Article II, Section 204, of the Bylaws and thereafter renumber it as Section 206 to allow Directors appointed or elected to vacancies on the Board of Directors to serve until the expiration of the term of office of the class to which the Director was appointed or elected. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
2,253,874	1,235,319	47,983	1,808,131

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Proposal No. 12 — To Approve and Ratify the ACNB Corporation 2018 Omnibus Stock Incentive Plan

The shareholders voted to approve and ratify the ACNB Corporation 2018 Omnibus Stock Incentive Plan. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
2,888,963	576,356	71,857	1,808,131

Proposal No. 13 — To Ratify the Selection of the Independent Registered Public Accounting Firm

The shareholders voted to ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
5,233,412	67,973	43,922	0

ITEM 7.01Regulation FD Disclosure

On May 1, 2018, David W. Cathell, Executive Vice President/Treasurer & Chief Financial Officer of the Registrant, and James P. Helt, President & Chief Executive Officer of the Registrant, made presentations at the 2018 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	2018 Annual Meeting Presentation Slides.
99.2	2018 Annual Meeting Press Release dated May 3, 2018.

5

EXHIBIT INDEX

EXHIBIT NO.
99.1	2018 Annual Meeting Presentation Slides.
99.2	2018 Annual Meeting Press Release dated May 3, 2018.

6

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 3, 2018	/s/ Lynda L. Glass
	Lynda L. Glass
	Executive Vice President/
	Secretary & Chief Governance Officer

7

EX-99.1

Exhibit 99.1

Annual Meeting of Shareholders May 1, 2018

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.  You are encouraged to review the risk factors and other cautionary statements regarding forward-looking information described in other documents ACNB Corporation files from time to time with the Securities and Exchange Commission including the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and any Current Reports on Form 8-K.

Board of Directors Frank Elsner, III – Chairman of the Board Richard L. Alloway II James P. Helt Todd L. Herring Scott L. Kelley James J. Lott Donna M. Newell J. Emmett Patterson Daniel W. Potts Thomas A. Ritter Marian B. Schultz D. Arthur Seibel, Jr. David L. Sites Alan J. Stock James E. Williams

Executive Officers ACNB Bank James P. Helt – President & Chief Executive Officer David W. Cathell – Executive Vice President/Treasurer & Chief Financial Officer Lynda L. Glass – Executive Vice President/Secretary and Chief Risk & Governance Officer Laurie A. Laub – Executive Vice President/Chief Credit & Operations Officer Tom N. Rasmussen – Executive Vice President/Market President Douglas A. Seibel – Executive Vice President/Chief Lending & Revenue Officer Thomas R. Stone – Executive Vice President/Chief Community Banking Officer Russell Insurance Group, Inc. Frank C. Russell, Jr. – President & Chief Executive Officer

Business Advisors Bybel Rutledge LLP Partner Nicholas Bybel, Jr., Esquire Partner L. Renee Lieux, Esquire RSM US LLP Partner Faye Miller

Annual Meeting of Shareholders May 1, 2018

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 12/31/2017 8.70% 13.58%

Regulation of Bank

Balance Sheet Trends At Year-End in Millions of Dollars

Net Income At Year-End in Millions of Dollars *Non-GAAP Financial Measures Disclosure: Without the nonrecurring expenses incurred as a result of the acquisition and integration of New Windsor Bancorp, Inc., net of the corresponding tax impact at the marginal tax rate, in the amount of $3,010,000 and the one-time charge due to the Tax Cuts and Jobs Act in the amount of $1,700,000, ACNB Corporation's net income for the year ended December 31, 2017, would have been $14,498,000.

Net Interest Income At Year-End in Millions of Dollars A Division of ACNB Bank

Stockholders’ Equity At Year-End in Millions of Dollars

Book Value Per Share At Year-End in Dollars

Dividends Per Share Dividends Declared in Dollars 15%

Recent Stock Price Compared to Tangible Book Value Per Share Local Peer Financial Holding Companies are similar sized financial institutions in the Southcentral Pennsylvania market. Source of data on individual financial holding companies: D. A. Davidson Investment Bankers As of April 13, 2018

Total Return Performance

Wealth Management Assets At Year-End in Millions of Dollars

Wealth Management Fee Income At Year-End in Thousands of Dollars

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

Russell Insurance Group Total Revenue At Year-End

Russell Insurance Group Net Income At Year-End

Russell Insurance Group EPS At Year-End

James P. Helt President/CEO

Founded in 1857, the largest independent financial institution headquartered in Adams County, PA Rank among top 15 banks headquartered in Pennsylvania by asset size Franchise includes 4 counties in southcentral Pennsylvania and 1 contiguous county in northern Maryland – Carroll County $1.6 billion in total assets* $1.29 billion in total loans* $1.24 billion in total deposits* $327 million in wealth management assets* Russell Insurance Group, Inc. subsidiary exceeded $5.0 million in revenue Voted #1 Bank for the sixth consecutive year in the Gettysburg Times Pick of the County annual award * As of December 31, 2017 Our Organization Today

3 Keys to Community Banking Resources Talent Markets

Resources – A source of supply or support; ability to meet and handle situations. Capital Products/Services Resources at ACNB

Shareholder equity increased in 2017 to $153,966,000 from $120,061,000. Provides the Resource/Supply Capital $2,637,000 $4,913,000 $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 Net Income 3/31/2017 3/31/2018 $0.43 $0.70 $- $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 Earnings Per Share 3/31/2017 3/31/2018

Products/Services

Talent at ACNB Name/Title Banking Experience Joined ACNB Bank Experience/Disciplines Prior Experience James P. Helt President & CEO 29 Years 2008 Strategy, Sales, Lending, Credit, Executive FB&T, Financial Trust, CMTY, SUSQ David W. Cathell EVP/Treasurer & CFO 40 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 36 Years 1984 Risk, Governance, Strategy, Executive Meridian Laurie A. Laub EVP/Chief Credit & Operations Officer 18 Years 2005 Credit, Risk, Operations, Technology, Executive Waypoint, Sovereign Tom N. Rasmussen EVP/Market President 34 Years 2017 Strategy, Lending, Operations, Executive FCNB Bank, New Windsor State Bank Douglas A. Seibel EVP/Chief Lending & Revenue Officer 36 Years 2008 Lending, Sales, Credit, Executive FB&T, Meridian, Allfirst, M&T, CMTY, SUSQ Thomas R. Stone EVP/Chief Community Banking Officer 37 Years 2009 Retail, Facilities, Marketing, Human Resources, Executive York Bank & Trust Co., Allfirst, M&T, CMTY, SUSQ

Talent at ACNB

Talent at ACNB

Ranked #1 in Adams County market area with deposit market share of 53.55%*. ACNB Bank has the #1 deposit market share in 6 out of 13 defined market areas in PA*. Gettysburg Carroll Valley Upper Adams East Berlin McSherrystown Newville 29 Retail Offices and a LPO (York) 14 in Adams County, PA 6 in York County, PA 2 in Franklin County, PA 1 in Cumberland County, PA 7 In Carroll County, MD NWSB has posted 3-year and 5-year growth rates of 20.91% and 17.95% respectively. 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, 2017 FDIC Deposit Market Share Report Market Overview

Markets

Community Banking Advantages Committed to support the communities we serve We focus on nimble local decision making 15% increase in dividend to $0.23 per share

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

[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

2018 ANNUAL MEETING OF SHAREHOLDERS

GETTYSBURG, PA, May 3, 2018 — The 2018 Annual Meeting of Shareholders of ACNB Corporation, headquartered in Gettysburg, PA, was held on Tuesday, May 1, at the ACNB Corporation Operations Center, 100 V-Twin Drive, Gettysburg, PA.

“2017 was a year of transformation for ACNB Corporation with a well-planned transition in the corporate leadership structure and the successful acquisition of New Windsor Bancorp, Inc. resulting in the expansion of banking operations into the northern Maryland market,” reported ACNB Corporation President & CEO James P. Helt to the company’s shareholders at the meeting.

“ACNB Corporation is a strong, profitable and growing organization with a solid foundation in community banking,” Mr. Helt continued.  “This foundation is based upon three fundamental keys to the ongoing success of the community banking model in the future-—resources, talent, and viable markets.  We believe that we possess all three keys necessary to further ACNB Corporation’s commitment to serving our customers and shareholders as reflected in the more than 160-year history of embracing traditional community bank values.  It is our vision to be the independent financial services provider of choice in the core markets served by building relationships and finding solutions.”

During the business portion of the annual meeting, ACNB Corporation’s shareholders approved proposals related to fixing the number of directors on the Board of Directors as a whole and in each class of directors, executive compensation, amendments to the Corporation’s articles of incorporation and

ACNB CORPORATION

Press Release/2018 Annual Meeting of Shareholders

May 3, 2018

Page 2 of 3

bylaws, ratification of the ACNB Corporation 2018 Omnibus Stock Incentive Plan, and ratification of the selection of RSM US LLP as ACNB Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

In addition, the ACNB Corporation shareholders elected Richard L. Alloway II, Donna M. Newell, Thomas A. Ritter, D. Arthur Seibel, Jr., David L. Sites and Alan J. Stock as Class 2 Directors to serve for terms of three years until 2021, as well as elected Todd L. Herring as a Class 1 Director to serve for a term of one year until 2019.  All elected 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.

ACNB Corporation, headquartered in Gettysburg, PA, is the $1.6 billion 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 with banking and wealth management services, including trust and retail brokerage, via a network of 22 community banking offices located in the four southcentral Pennsylvania counties of Adams, Cumberland, Franklin and York. In addition, NWSB Bank, a division of ACNB Bank, serves its marketplace via a network of seven community banking offices located in Carroll County, MD. The other wholly-owned subsidiary of ACNB Corporation is Russell Insurance Group, Inc., its insurance subsidiary. As a full-service agency with licenses in 44 states, Russell Insurance Group, Inc. offers a broad range of commercial and personal insurance lines 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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ACNB CORPORATION

Press Release/2018 Annual Meeting of Shareholders

May 3, 2018

Page 3 of 3

FORWARD-LOOKING STATEMENTS - 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 Tax Cuts and Jobs Act and 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; the effect of general economic conditions and more specifically in the Corporation’s market area; 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 #2018-10

May 3, 2018