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:
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Addresses of Principal Executive Offices, including Zip Code)
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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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of New Directors
The Board of Directors (the “Board”) of Auburn National Bancorporation, Inc. (the “Company”) and AuburnBank (the “Bank”), upon the recommendation of its Nominating and Corporate Governance Committee, elected Sandra J. Spencer and Michael A. Lawler effective March 29, 2024, to serve as directors for the Company and the Bank for a term ending on the Company’s 2024 Annual Meeting of Shareholders to be held May 14, 2024. The Nominating and Corporate Governance Committee has also nominated Ms. Spencer and Mr. Lawler as nominees for re-election at the Annual Meeting. Following the 2024 Annual Meeting of Shareholders, Ms. Spencer and Mr. Lawler will be appointed to committees of the Board of Directors. The Board of Directors has determined that Ms. Spencer and Mr. Lawler are independent directors.
On March 29, 2024, the Company issued a press release announcing Ms. Spencer’s and Mr. Lawler’s appointment to the Boards of both the Company and the Bank, which is included as Exhibit 99.1.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
| (d) | Exhibits. The following exhibit is furnished herewith: |
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release, dated March 29, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| AUBURN NATIONAL BANCORPORATION, INC. | ||||
| (Registrant) | ||||
| /s/ David A. Hedges | ||||
| David A. Hedges | ||||
| President and CEO | ||||
| Date: March 29, 2024 | ||||