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
Date of Report (Date of earliest
event reported):
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
| |
(Address of principal executive offices) | (Zip Code) |
(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):
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title Of Each Class | Trading Symbol(s) | Name Of Each Exchange On Which Registered |
CURRENT REPORT ON FORM 8-K
ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
David W. Cathell, Executive Vice President/Treasurer & Chief Financial Officer (principal financial officer) of ACNB Corporation (the “Corporation”), age 67, has notified the Corporation of his intention to retire from all of his positions with the Corporation and its subsidiaries effective the close of business on May 31, 2022. Mr. Cathell’s decision to retire is not related to any disagreement(s) with the Corporation or management. The Corporation has initiated a formal comprehensive search with the assistance of an executive search firm to identify a successor for the position of Chief Financial Officer. Mr. Cathell will continue to serve in his positions through the search process and assist during the subsequent transition.
A copy of the press release regarding Mr. Cathell’s retirement 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 | ACNB Corporation Press Release dated September 23, 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 Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
ACNB CORPORATION | ||
(Registrant) | ||
Dated: September 23, 2021 | /s/ Lynda L. Glass | |
Lynda L. Glass | ||
Executive Vice President/ | ||
Secretary & Chief Governance Officer |
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: | Lynda L. Glass | |
EVP/Secretary & | ||
Chief Governance Officer | ||
717.339.5085 | ||
lglass@acnb.com |
ACNB CORPORATION ANNOUNCES
RETIREMENT OF CHIEF FINANCIAL OFFICER
GETTYSBURG, PA, September 23, 2021 --- ACNB Corporation (NASDAQ: ACNB), financial holding company for ACNB Bank and Russell Insurance Group, Inc., announces that David W. Cathell, Executive Vice President/Treasurer & Chief Financial Officer of ACNB Corporation and ACNB Bank, intends to retire from all of his positions with the Corporation and its subsidiaries effective the close of business on May 31, 2022. In addition to Mr. Cathell’s positions with ACNB Corporation and ACNB Bank, he serves as Vice President & Treasurer of Russell Insurance Group, Inc. Mr. Cathell, age 67, joined the organization in 2005 and was named Chief Financial Officer in 2007.
“Mr. Cathell has been with ACNB Corporation for 16 years. During this time, he has committed his professional life to the Corporation as both the Bank and the insurance agency have grown and evolved,” stated James P. Helt, ACNB Corporation and ACNB Bank President & Chief Executive Officer. “His financial institution experience and knowledge have contributed to our successes, including the community bank acquisitions in Maryland in 2017 and 2020. We are sincerely thankful for his dedication and service over these years, and wish him the best as he looks forward to retirement.”
In alignment with the long-term executive management succession plans for ACNB Corporation and ACNB Bank, Kaplan Partners, an executive search and board advisory firm headquartered in suburban
ACNB Corporation
Press Release/Retirement of CFO David W. Cathell
September 23, 2021
Page 2 of 3
Philadelphia, has been retained to initiate a formal comprehensive search to identify a successor for Mr. Cathell’s position as Chief Financial Officer. Mr. Cathell will continue to serve in his positions with ACNB Corporation and its subsidiaries through the search process, as well as will assist during the subsequent transition.
ACNB Corporation, headquartered in Gettysburg, PA, is the $2.7 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 20 community banking offices, located in the four southcentral Pennsylvania counties of Adams, Cumberland, Franklin and York, as well as loan offices in Lancaster and York, PA, and Hunt Valley, MD. As divisions of ACNB Bank operating in Maryland, FCB Bank and NWSB Bank serve the local marketplace with a network of five and six community banking offices located in Frederick County and Carroll County, MD, respectively. Russell Insurance Group, Inc., the Corporation’s insurance subsidiary, is a full-service agency with licenses in 44 states. The agency offers a broad range of property, casualty, health, life and disability insurance serving personal and commercial clients through office locations in Westminster, Germantown and Jarrettsville, MD, and Gettysburg, PA. For more information regarding ACNB Corporation and its subsidiaries, please visit acnb.com.
# # #
ACNB Corporation
Press Release/Retirement of CFO David W. Cathell
September 23, 2021
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 Coronavirus Response and Relief Supplemental Appropriations Act, the Coronavirus Aid, Relief, and Economic Security Act, the Tax Cuts and Jobs Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act; impacts of the 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 conditions particularly with regard to the negative impact of severe, wide-ranging and continuing disruptions caused by the spread of Coronavirus Disease 2019 (COVID-19) and the responses thereto on the operations of the Corporation and 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 areas; 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 #2021-17
September 23, 2021
PHOTO ATTACHMENT
.W@BN8+2U5-
MFIO+SXQU'!4Z3:=3F4VKIQ@HMO56:4GIHTW\*^)M=> 5)574K).--)QB[-2J
M2=H::I\KU3=TG9N]DG^SWBN3PK^T=XFTBT\3Z3;7-CX9T\13>*KR#2AJ.I7-
MQ!:B+S]=O]'O=5U9C'!$;:6SN8]/TJU6&"R@F6=M*TKU31OV%/A'\0[*.WMH
M8;!IW5FNM..H:= VOYM?KN<[XA ?Q3X+O0K 02Z]#<$-/"/Q)\!:S)X>\<>!?$WAWQMX/U^+
?$5)5JGM9+WITZ;D[W
MO*,(TW)[W
Cover |
Sep. 17, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Sep. 17, 2021 |
Entity File Number | 1-35015 |
Entity Registrant Name | ACNB Corporation |
Entity Central Index Key | 0000715579 |
Entity Tax Identification Number | 23-2233457 |
Entity Incorporation, State or Country Code | PA |
Entity Address, Address Line One | 16 Lincoln Square |
Entity Address, City or Town | Gettysburg |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 17325 |
City Area Code | 717 |
Local Phone Number | 334.3161 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $2.50 par value per share |
Trading Symbol | ACNB |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
U<#6U_[#<<0[U](1,17,HL _ $.Q^EO<:%KCRR:\'KRH.N!K/S6:6X#@^OQVS )*ZO(G"&
M%9)O9^VK>7<>W7_>-DR'4X%!30<+")R(2H+C=&(@4"W@1A;^44O4[&O14 ]Y%@_WI79S<'E^N.
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MK)5-/\KX!?G;KX"YX"U;S?4'X<17:G @H(AY7 B5\:=E=MZ9#5HP<.MV+8]&]'%Y=#COCP>6%
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M6S 3RP66/60_MWJ_]8A1^"3QYQ_JF#2,A2VIFA $S),U/PQ=;%$122"YVF4"<[K4FF<#3LASXC/57D4'=<
MUU+UVE0ZHXQ",&,; W%>7,H8P2I0L\[;+'T"@- _4
M>@W>$V:!SVOY1-OQ[.KQ.G,%7C4<$U[?$1'*YX7%Q0]VAHH_\30;*@O5@N>_
MN0%O9)0I9R.G4GK//B67A35<#G9YAM\!J5 FI\^3J)PAU7)>7$M(Z^M9ED.N
MG.397(LY)5;>. $5&M