0000715579 false 0000715579 2022-05-03 2022-05-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 3, 2022

 

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):

 

¨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))

 

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
Common Stock, $2.50 par value per share ACNB The NASDAQ Stock Market, LLC

 

 

 

 

 

 

CURRENT REPORT ON FORM 8-K

 

ITEM 5.07Submission of Matters to a Vote of Security Holders

 

On May 3, 2022, ACNB Corporation (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 8,679,206 shares of the Company’s common stock were entitled to vote as of March 14, 2022, the record date for the Annual Meeting. There were 6,208,934 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on three (3) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results for each such proposal.

 

Proposal No. 1 – To Elect Class 1 Directors

 

The shareholders voted to elect two (2) Class 1 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:

 

Nominee For Withheld Broker Non-Votes
Todd L. Herring 4,232,725 193,130 1,783,079
James J. Lott 4,103,078 322,777 1,783,079

 

Proposal No. 2 – 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
3,946,012 261,007 218,836 1,783,079

 

Proposal No. 3 – 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, 2022. The results of the vote were as follows:

 

For Against Abstain Broker Non-Votes
6,028,491 93,736 86,707 0

 

ITEM 7.01Regulation FD Disclosure

 

On May 3, 2022, James P. Helt, President & Chief Executive Officer of ACNB Corporation, made a presentation at the 2022 Annual Meeting of Shareholders held in a virtual meeting format. 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 NumberDescription

 

99.1ACNB Corporation 2022 Annual Meeting Presentation Slides.

 

99.2ACNB Corporation Press Release dated May 5, 2022.

 

104Cover 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: May 5, 2022 /s/ Lynda L. Glass
  Lynda L. Glass  
  Executive Vice President/Secretary & Chief Governance Officer

 

 

 

Exhibit 99.1

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_01.jpg ACNB Corporation Annual Meeting of Shareholders May 3, 2022 1

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_02.jpg Welcome & Introductions 2

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_03.jpg Board of Directors Alan J. Stock Chairman of the Board Todd L. Herring Vice Chairman of the Board Kimberly S. Chaney Frank Elsner, III James P. Helt Scott L. Kelley James J. Lott Donna M. Newell Daniel W. Potts D. Arthur Seibel, Jr. David L. Sites 3

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_04.jpg Retiring Directors Marian B. Schultz – Ms. Schultz has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 1992. James E. Williams – Mr. Williams has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2007. 4

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_05.jpg Subsidiary Executive Officers Jason H. Weber EVP/Finance Mark A. Westcott President & Chief Executive Officer Front left to right: Lynda L. Glass, EVP/Secretary and Chief Risk & Governance Officer; David W. Cathell, EVP/Treasurer & Chief Financial Officer; Laurie A. Laub, EVP/Chief Credit & Operations Officer Back left to right: Douglas A. Seibel, EVP/Chief Lending & Revenue Officer; James P. Helt, President & Chief Executive Officer; Tom N. Rasmussen, EVP/Maryland Market President; Thomas R. Stone, EVP/Chief Community Banking Officer 5

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_06.jpg Business Advisors Bybel Rutledge LLP: Partner Nicholas Bybel, Jr., Esquire RSM US LLP: Partner Patrick Mulloy 6

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_07.jpg Meeting Agenda • Call to Order, Quorum & Business Matters • President & CEO Presentation • Shareholder Questions & Answers • Voting Results • Adjournment from Judge of Election 7

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_08.jpg Rules of Conduct and Procedures In the interest of an orderly Annual Meeting of Shareholders for ACNB Corporation, please honor the following basic Rules of Conduct and Procedures: • If you have joined the virtual meeting as a Shareholder using a proxy control number or legal proxy, you will be able to submit questions during the meeting using the message icon. These questions will be addressed, as possible, prior to adjournment. If you have joined the virtual meeting as a Guest, you will not have the availability to ask questions. ACNB Corporation reserves the right to not respond to any questions not related to today’s meeting agenda or if the matter is of a specific individual nature. A representative of ACNB Corporation will follow up with the requestor after the meeting. Additional questions can also be submitted after the meeting via [email protected]. Full Rules of Conduct and Procedures for the Annual Meeting are posted and accessible via the Investor Relations page at investor.acnb.com. • • • • 8

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_09.jpg Forward-Looking Statements Duringthecourseofthis statements regarding events presentation,theremaybeprojectionsandforward-looking or the these future financial performance of ACNB Corporation.We wish to caution youthat forward-lookingstatements involvecertainrisks 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 Quarterly Reports on Form 10-Q, and any Current Reports on Form 8-K. on Form 10-K, 9

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_10.jpg Call to Order, Quorum & Business Matters 10

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_11.jpg President&CEOPresentation James P. Helt 11

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_12.jpg Executive Summary Executive Summary Notes Accolades row. 1. Source: S&P Capital IQ as of March 31, 2022. 12 Source: 10K as of December 31, 2021 unless otherwise noted. • Named to Central Penn Business Journal’s list of the Top 50 Fastest Growing Companies in Central Pennsylvania for the fourth year in a • Voted #1 Bank for the tenth consecutive year in the Gettysburg Times Pick of the County annual award. • Voted #1 in the Hanover Evening Sun Readers Choice Awards for 2021. Bank Established: 1857 Headquarters: Gettysburg, PA Market Capitalization1: $303 Million Total Assets: $2.8 Billion Gross Loans: $1.5 Billion Deposits: $2.4 Billion TCE/TA: 8.18% ROAA: 1.03% ROAE: 10.52% LTM Net Interest Margin: 2.82% LTM Noninterest Income / Operating Revenue: 24.22% LTM Efficiency Ratio: 62.70% Total Capital Ratio: 18.71% CET1 Ratio: 16.08% Tier 1 Capital Ratio: 16.47% Leverage Ratio: 8.91% • Trades on the NASDAQ under the symbol “ACNB”. • 14th largest publicly-traded bank (out of 70) in Pennsylvania by asset size. • 20 Bank office locations in Southcentral Pennsylvania and 11 Bank office locations in Central Maryland. • Approximately $537.8 million in Wealth Management assets. ➢ Trust and Fiduciary: $331.5 million in AUM/AUA ➢ Retail Brokerage: $206.3 million in AUM/AUA • ACNB Insurance Services, Inc. ➢ Approximately $46.5 million in gross premium volume and $6.1 million in gross commissions. ➢ 3 office locations in Maryland and 2 in Pennsylvania. ➢ February 2022 Acquisition of the Hockley O’Donnell Insurance Agency in Gettysburg, PA.

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_13.jpg Market Overview Key Notes Market Footprint 1. Source: FDIC Deposit Market Share Report as of June 30, 2021. 2. These market areas include Gettysburg, Upper Adams, Littlestown, McSherrystown, Carroll Valley, East Berlin, and Newville. 3. Source: United States Census Bureau data. 4. Compounded Annual Growth Rate (CAGR) 13 • ACNB Bank is ranked #1 in Adams County market, with deposit market share of 61.18%¹. 2021 represents the 6th consecutive year of market share increases for ACNB Bank. • ACNB Bank has the #1 deposit market share in 7 out of 13 defined market areas in Pennsylvania². • Market footprint covers Southcentral Pennsylvania and Central Maryland. • The Southcentral Pennsylvania and Central Maryland markets have a diverse mix of businesses and industries, with an educated workforce and household income that is greater than both state and national averages³. • 34 Bank locations across Pennsylvania and Maryland ➢ 13 branches located in Adams County, PA (excludes HQ Operations Center) ➢ 5 branches and 1 loan production office located in York County, PA ➢ 1 branch located in Franklin County, PA ➢ 1 branch located in Cumberland County, PA ➢ 1 loan production office located in Lancaster County, PA ➢ 6 branches located in Carroll County, MD ➢ 5 branches located in Frederick County, MD ➢ 1 loan production office located in Baltimore County, MD • Solid historical deposit growth ➢ CAGR⁴ (‘17 – ’21) (Total) = 16.9% ➢ CAGR⁴ (‘17 – ’21) (Organic) = 12.1% ➢ 2021 (Total) = 11.0%

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_14.jpg Overview of 2021 Results Financial Summary Financial Overview 1. Provision expense in 2020 was a result of the COVID-19 pandemic as well as a large unanticipated charge-off of one loan in 1Q’20. 14 Source: 10K as of December 31, 2021 •Record year in Net Income, an increase of approximately 50% from 2020. •Excess liquidity and low rates negatively impacted net interest income, our major source of revenue; PPP a benefit. •Improved asset quality due to a rebound in the economy. •Strong fee income growth driven by Mortgage Banking and Wealth Management. •Lower expenses year-over-year as 2020 included approximately $6.0mm in merger-related expenses. •Profitability ratios increased noticeably due to record earnings. ¹

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_15.jpg Consistent Balance Sheet Growth Total Loans ($MMs) Total Assets ($MMs) CAGR¹ (‘17 - ’21): 4.23% Total Deposits ($MMs) Tangible Common Equity ($MMs) 208.6 1. Compounded Annual Growth Rate (CAGR) Source: 10K as of December 31, 2021 15 CAGR¹ (‘17 - ’21): 14.17%223.9 144.2 20172018201920202021 165.5 131.8 CAGR¹ (‘17 - ’21): 16.92% 2,426.4 2,185.5 20172018201920202021 1,298.51,348.11,412.3 1,637.8 20172018201920202021 1,244.21,302.51,272.6 1,468.4 2,787.0 CAGR¹ (‘17 - ’21): 14.96%2,555.4 20172018201920202021 1,595.41,647.71,720.3

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_16.jpg Performance Trends Net Interest Margin (%) ROAE (%)¹ 3.51 Efficiency Ratio (%) EPS ($)¹ TCE / TA (%) TBVPS ($) 20.46 18.77 1. ROAE and EPS for 2017 and 2020 are adjusted to reflect figures that exclude the one-time merger related charges for the New Windsor and Frederick County acquisitions (non-GAAP). GAAP ROAE for 2017 and 2020 was 7.12% and 7.39% respectively; GAAP EPS for 2017 and 2020 was $1.50 and $2.13 respectively. Source: 10K as of December 31, 2021 16 23.3823.9525.8 20172018201920202021 9.76 8.38 20172018201920202021 8.88 8.328.18 62.3762.70 59.35 20172018201920202021 59.8759.78 3.093.363.19 2.67 20172018201920202021 2.22 3.813.81 20172018201920202021 3.35 2.82 13.6213.33 20172018201920202021 10.55 10.52 9.25

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_17.jpg Wealth Management At Year-End in Thousands of Dollars percentage of the market value of assets under income, and 34% higher fee income on brokerage relationships. 1. Securities and certain insurance products are offered through Cetera Investment Services, LLC, a registered broker-dealer and FINRA member, and advisory services are offered through Cetera Investment Advisers, LLC. Neither firm is affiliated with ACNB. Source: 10K as of December 31, 2021 and Internal Sources 17 20172018201920202021 Trust AUM/AUABrokerage AUM/AUA (1) • ACNB’s Wealth Management business derives a majority of its revenue from noninterest income consisting of trust, investment advisory and brokerage, and other servicing fees. • Wealth Management clients are located largely within the Bank’s primary geographic markets. • Substantial revenues are generated from investment management agreements with clients. ➢ Under these agreements, fee income is typically generated as a management/administration. • Income from Wealth Management activities increased 18.6% YOY due to higher fee income from increased AUM/AUA, lower sporadic estate fee 206,300 159,700 132,000 110,000 331,500 103,000 277,300 257,000 232,000 224,000

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_18.jpg ACNB Insurance At Year-End in Thousands of Dollars Services, Inc. the needs of its clients since its founding as an independent insurance subsidiaries. 18 Source: Internal Sources 47,73547,94346,508 20172018201920202021 Premiums • January 2022 rebranding of insurance subsidiary to ACNB Insurance Services, Inc. from Russell Insurance Group, Inc. • ACNB Insurance Services, Inc. is a full-service insurance agency, with licenses in 44 states, offering a broad range of property, casualty, health, life and disability insurance to both personal and commercial clients. • Based in Westminster, Maryland, ACNB Insurance Services, Inc. has served agency in 1978. The agency was purchased by ACNB Corporation in 2005. ➢ ACNB Insurance Services, Inc. operates additional locations in Germantown and Jarrettsville, Maryland, as well as 2 offices in Gettysburg, Pennsylvania. • ACNB Insurance Services, Inc. is managed separately from the banking and related financial services that ACNB Corporation offers and is reported as a separate segment. • February 2022 acquisition of Hockley & O’Donnell Insurance Agency, Gettysburg, Pennsylvania. It is our intent to leverage this acquisition for increased synergies and revenues across both the insurance and banking 41,647 38,447

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_19.jpg Diversified Loan Portfolio Loan Portfolio Composition as of 12/31/2021 Key Underwriting Notes 4.3% 1-4 Family Gross Loan Growth ($MMs) 1. Compounded Annual Growth Rate (CAGR) Source: S&P Capital IQ and 10K as of December 31, 2021 19 CAGR¹ (’17 - ’21): 4.23%1,637.8 1,244.2 20172018201920202021 1,302.51,272.6 1,468.4 Other Construction 3.6%Far 5.7% 22.2% ConsumerHo e E 0.7%7.8% C&IGross Loans 7.5%$1.5B Multifamily + CRE 47.8% •ACNB asset quality measures continue to reflect commitment to sound credit risk management, including conservative underwriting practices, timely credit administration processes, and proactive customer relationship management. •Independent loan review performed annually with a 60% penetration rate. •Fully integrated Enterprise Risk Management function. •Incentive plans in place to drive and reward behaviors that are in alignment with corporate objectives.

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_20.jpg Prudent Reserve Discipline Trends in Loan Loss Reserve Loan Loss Reserve Overview 25,000 1.80 1.23 20,000 provisioning for the impact of the COVID-19 20 Source: 10K as of December 31, 2021 and Internal Sources • ACNB actively monitors its loan portfolio and records provision expense to maintain strong asset quality. • The 2021 provision was calculated to be much lower than 2020 due to the intervening pandemic and the elimination of modifications made in prior periods due to COVID-19. Loan Loss Reserve ($000s)Loan Loss Reserves/Loans (%) 1.60 1.301.40 1.20 15,000 1.00 0.80 10,000 0.60 0.40 5,000 0.20 -0.00 20172018201920202021 1.121.071.09 20,226 19,033 13,976 13,964 13,835

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_21.jpg Healthy Deposit Portfolio Deposit Composition as of 12/31/2021 Deposit Portfolio 2020. the Bank’s total deposit portfolio. of total deposits. 21 Source: 10K as of December 31, 2021 and Internal Sources • Year-end 2021 deposits of $2.4 billion increased 11.0% over • Deposit growth impacted by lack of economic activity continuing from the COVID-19 event and its effects. • ACNB continues to have a strong core deposit base, with core deposits making up 95.6% of total deposits. • Non-Interest Bearing Demand deposits totaled $623 million at year-end 2021 and accounted for approximately 26% of • ACNB’s top 20 deposit relationships only account for 13.7% • ACNB’s cost of deposits for 2021 was 0.22%, down 30 basis points from 2020’s cost. CDs >= $250,000 4.4% CDs < $250,000Non-Interest 13.3%Bearing Demand Gross Deposits $2.4B Interest Bearing D mand 13.2% Savings 43.4%

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_22.jpg Active Capital Management • Capital ratios exceed regulatory and our internal requirements. Quarterly cash dividend increased to $0.26 per share in the 4th quarter of 2021. o Declared a $0.02 special dividend in the 2nd quarter of 2021. In February of 2021, the Board of Directors approved a share repurchase program of up to 261,000 shares, approximately 3%, of common stock outstanding. o Repurchased approximately 54k shares in 2021. Repositioned approximately $200mm in lower-yielding cash into higher-yielding securities at the end of the first quarter/early second quarter of 2022. o Will add meaningful interest income for the remainder of 2022 and beyond. • • • 1. Consolidated regulatory capital ratios as of 12/31/2021. 2. Excess capital defined as capital in excess of the regulatory capital minimums and 250 basis points capital conservation buff er, except for Tier 1 leverage ratio; Tier 1 leverage ratio is capital in excess of well-capitalized minimum. Dollars are in millions. 22 20.00%18.71% 18.00% 16.00% 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% Tier 1 LeverageTier 1 Risk BasedCE Tier 1Total-Risk Based Regulatory MinimumsExcess (2) $124 16.47%16.08% $144 $115 8.91% $110 Capital Ratios (1) Commentary

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_23.jpg At the Heart of Community Life...... This is community banking! FCB Bank Community Shred Event Carroll County 4-H Fair School Supply Drive Bag the Bounty Food Drive In-School Banking Susan G. Komen Race for the Cure New Oxford Harvest Festival Ringing the Bell for the Salvation Army 23

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_24.jpg ACNB Bank Volunteer of the Year Award Created to recognize exemplary community service by a Bank staff member Winner receives: • • Commemorative Trophy One Extra Day of Paid Time Off AND Linda S. Roth, Vice President/Treasury Management Officer, was presented with the 2022 Volunteer of the Year Award based on her volunteer service in 2021. • ACNB Bank presents $1,000 to a community organization(s) on behalf of the award winner. 24

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_25.jpg Growth Opportunities Organic Strategies Inorganic Strategies households. demographics and enhancement of long-term 25 • Strategically positioned in one of the fast-growing regions along the East Coast, within a short drive of Baltimore, Philadelphia, and Washington, D.C. • Southcentral Pennsylvania and Central Maryland markets are home to a diverse mix of businesses, industries and • Expansion into new markets based on strong shareholder value. ➢ Growth Markets ➢ Strategic Fit ➢ Cultural Fit ➢ Earnings Growth Opportunity • Focus on balance sheet expansion, driven by loan growth via commercial lending. ➢Recruit experienced Commercial Loan Officers ➢Explore team lift-out opportunities ➢Expansion into new lending territories via LPOs ➢Offer expanded/new products & services ➢Leverage new technology to improve overall efficiencies • Growth of Wealth Management platform ➢ Trust & Fiduciary Services ($331.5 million in AUM/AUA) ➢ Retail Brokerage Services ($206.3 million in AUM/AUA) • ACNB Insurance Services, Inc. ➢ Hockley & O’Donnell acquisition February 2022 ➢ Organic opportunities

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_26.jpg As a community banking organization, we believe that we must consistently strive to maximize shareholder value by: 1. Utilizing a combination of tools, including both organic and inorganic growth models, to profitably expand our customer 3. Continually improving our operating efficiency through the use of technology and expense control. Executing on our digital banking base. 4. 2. Focusing on enhancing our noninterest transformation strategy to remain income through the continued expansion competitive in the marketplace. of services provided by ACNB Insurance Services, Inc. and the Bank’s Wealth Management Division. 26

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_27.jpg In Conclusion • ACNB Corporation remains well capitalized and positioned to continue our growth trends to the benefit of our customers, employees, shareholders and communities. • Asset quality remains strong as we continue to work through the impacts of the pandemic and market uncertainties. • ACNB Corporation remains focused on maximizing shareholder value by executing our strategic initiatives, furthering our vision to be the independent financial services provider of choice in the core markets served by building relationships and finding solutions. 27

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_28.jpg Shareholder Questions & Answers 28

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_29.jpg Voting Results from Judge of Election 29

 

 

 

 

11472-1-bi_acnb corporation 2022 annual meeting presentation_page_30.jpg Thank You & Meeting Adjournment Stock Symbol: ACNB (Nasdaq) www.acnb.com 30

 

 

Exhibit 99.2

 

 

 

PRESS RELEASE

 

FOR IMMEDIATE RELEASE

 

  Contact:   Lynda L. Glass
    EVP/Secretary &
    Chief Governance Officer
    717.339.5085
    [email protected]

 

ACNB CORPORATION HOLDS

2022 ANNUAL MEETING OF SHAREHOLDERS

 

GETTYSBURG, PA, May 5, 2022 --- The 2022 Annual Meeting of Shareholders of ACNB Corporation (NASDAQ: ACNB) was held on Tuesday, May 3, in a virtual meeting format. ACNB Corporation is the financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and ACNB Insurance Services, Inc., Westminster, MD.

 

“At ACNB Corporation, our vision is to be the independent financial services provider of choice in the core markets served by building relationships and finding solutions. We remain focused on this vision as we enter 2022 and look to a post-pandemic environment for growth. After responding to the initial impacts of COVID-19 in 2020, we managed towards the future in 2021 despite the challenges of the business environment. The result was record earnings for the year of 2021,” said James P. Helt, ACNB Corporation President & Chief Executive Officer, during his presentation at the meeting.

 

“In spite of the continued low interest rate environment and excessive liquidity in the marketplace that negatively impacted our net interest income and net interest margin for the year, net income for the year ended December 31, 2021, totaled $27.8 million or $3.19 per common share. In comparison to 2020, this was an increase of $9.4 million or 51%. The primary drivers to this significant increase in net income were higher fee income from the banking business line activity and a reduction in loan loss provision for

 

 

ACNB Corporation

Press Release/2022 Annual Meeting of Shareholders

May 5, 2022

Page 2 of 4

 

the year, as well as one-time merger expenses related to the acquisition of Frederick County Bancorp, Inc. in 2020,” he continued.

 

In speaking about the banking subsidiary, which traces its founding to 1857, Mr. Helt said, “ACNB Bank remains a strong, well-capitalized, full-service financial institution that has provided stability to our customers, our communities, and our shareholders for over 165 years. The organization celebrated its 165th anniversary on April 11 of this year. We believe that a strong community bank should support the communities we serve, and ACNB Bank has a long and proud history of serving our communities.”

 

Mr. Helt ended the presentation saying, “In conclusion, ACNB Corporation remains well capitalized and positioned to continue our growth trends to the benefit of our customers, employees, shareholders and communities. Asset quality remains strong as we continue to work through the impacts of the pandemic and market uncertainties. ACNB Corporation remains focused on maximizing shareholder value by executing our strategic initiatives. Without the strength of our shareholders, we would not have the ability to pursue our vision and live our values in serving customers with diligence and determination. We can all be proud of our accomplishments, and we are excited and confident in our future.”

 

During the business portion of the annual meeting, ACNB Corporation shareholders elected Todd L. Herring and James J. Lott as Class 1 Directors to serve for terms of three years. All nominees 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.

 

In addition, the Corporation’s shareholders approved proposals related to executive compensation and ratification of the selection of the independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

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 ACNB Insurance Services, Inc.,

 

 

ACNB Corporation

Press Release/2022 Annual Meeting of Shareholders

May 5, 2022

Page 3 of 4

 

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. ACNB Insurance Services, Inc. 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.

 

#           #           #

 

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: short- and long-term effects of inflation and rising costs on the Corporation, customers and economy; effects of governmental and fiscal policies, as well as legislative and regulatory changes; effects of new laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) and their application with which the Corporation and its subsidiaries must comply; impacts of the capital and liquidity requirements of the Basel III standards; 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; 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 any other pandemic, epidemic or health-related crisis 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; effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; inflation, securities market and monetary fluctuations; 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; effects of technology changes; effects of general economic conditions and more specifically in the Corporation’s market areas; 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 or geopolitical instability; disruption of credit and equity markets; ability to manage current

 

 

ACNB Corporation

Press Release/2022 Annual Meeting of Shareholders

May 5, 2022

Page 4 of 4

 

levels of impaired assets; loss of certain key officers; 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 #2022-18

May 5, 2022