AUBURN NATIONAL BANCORPORATION, INC false 0000750574 0000750574 2024-05-14 2024-05-14

 

 

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 16, 2024 (May 14, 2024)

 

 

AUBURN NATIONAL BANCORPORATION, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   0-26486   63-0885779

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

100 North Gay Street, P.O. Drawer 3110, Auburn, Alabama 36831-3110

(Addresses of Principal Executive Offices, including Zip Code)

(334) 821-9200

(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:

 

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

 

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

 

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

 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01   AUBN   Nasdaq Global Market

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 5.07.

Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders (the “Annual Meeting”) of Auburn National Bancorporation, Inc. (the “Company”) was held on May 14, 2024. This meeting was held for the purpose of considering the election of 11 directors to the Board of Directors to serve one-year terms expiring at the Company’s 2025 Annual Meeting of Shareholders and until their successors have been elected and qualified. As to the election of 11 directors, C. Wayne Alderman, Terry W. Andrus, J. Tutt Barrett, Laura J. Cooper, Robert W. Dumas, William F. Ham, Jr., David A. Hedges, David E. Housel, Michael A. Lawler, Anne M. May, and Sandra J. Spencer were all elected to the Board of Directors. In addition, at the Annual Meeting, the shareholders (i) approved, on a non-binding, advisory basis, the compensation of the Company’s “named executive officers” as disclosed in the Proxy Statement, (ii) approved the 2024 Equity and Incentive Compensation Plan, and (ii) ratified the appointment of Elliott Davis LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.

The final voting results of the director elections, approval of compensation for the Company’s “named executive officers” and ratification of the independent public accounting firm, which were described in more detail in the Proxy Statement, are set forth below.

 

  1.

Each director was elected by the following tabulation:

 

Director

 

Votes For

 

Withheld

 

Broker Non-Votes

C. Wayne Alderman

  1,447,230   19,619   1,136,555

Terry W. Andrus

  1,409,388   57,461   1,136,555

J. Tutt Barrett

  1,415,741   51,108   1,136,555

Laura J. Cooper

  1,450,053   16,796   1,136,555

Robert W. Dumas

  1,429,855   36,994   1,136,555

William F. Ham, Jr.

  1,447,104   19,744   1,136,555

David A. Hedges

  1,437,223   29,626   1,136,555

David E. Housel

  1,437,469   29,380   1,136,555

Michael A. Lawler

  1,451,822   15,027   1,136,555

Anne M. May

  1,411,705   55,144   1,136,555

Sandra J. Spencer

  1,450,053   16,796   1,136,555

 

  2.

The non-binding, advisory vote on the compensation of the Company’s “named executive officers” as disclosed in the proxy statement was approved by the following tabulation:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

1,408,997   43,730   14,121   1,136,555

 

  3.

The approval of the 2024 Equity and Incentive Compensation Plan as disclosed in the proxy statement was approved by the following tabulation:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

1,419,559   34,282   13,007   1,136,555

 

  4.

Ratification of the appointment of Elliott Davis LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 was approved and accordingly ratified by the following tabulation:

 

For

 

Against

 

Abstain

2,537,690   31,129   34,585


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: May 16, 2024