Auburn National Bancorporation, Inc 8-K/A, filed Jul 7, 2025
Auburn National Bancorporation, Inc (AUBN)
About this 8-K/A
Auburn National Bancorporation, Inc filed this 8-K/A on July 7, 2025, reporting on events of July 1, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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): July 2, 2025 (
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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:
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This Form 8-K/A amends the Form 8-K filed by Auburn National Bancorporation, Inc. (“the Company”) on July 2, 2025 (Item 5.03) with respect to a Certificate of Amendment (the “Certificate of Amendment”) amending and restating Section 7.04 to the Company’s Certificate of Incorporation (the “Amendment”) considered at the Company’s Annual Meeting held May 13, 2025 (the “Annual Meeting”).
The following restates in full Item 5.03 from the July 2, 2025 Form 8-K and Item 9.01 includes the Certificate of Correction with respect to the Amendment and the Previously filed Certificate of Amendment.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Company’s Annual Meeting, the Company’s shareholders, among other matters, considered the Amendment to the Company’s Certificate of Incorporation. Of the shares of Company common stock voted in person or by proxy, 96.65% voted in favor of approving the Amendment; however, such votes were less than the majority of the outstanding shares of Corporation’s common stock required by the Delaware General Corporation Law Section 242 for an amendment to a certificate of incorporation.
Upon determining that the Amendment was ineffective, the Company filed the Certificate of Correction on July 7, 2025 with the Delaware Secretary of State, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein. The Certificate of Correction states that the Corporation’s Certificate of Amendment was ineffective and withdraws the Certificate of Amendment. Section 7.04 of the Corporation’s Certificate of Incorporation remains in effect unmodified by the proposed Amendment.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
| 3.1 | Certificate of Correction of Certificate of Amendment of Certificate of Incorporation amending Section 7.04 of the Certificate of Incorporation. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL. | |
SIGNATURES
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: July 7, 2025
Exhibit 3.1
STATE OF DELAWARE
AUBURN NATIONAL BANCORPORATION, INC.
CERTIFICATE OF CORRECTION
Auburn National Bancorporation, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
| 1. | The name of the Corporation is “Auburn National Bancorporation, Inc.” |
| 2. | That a Certificate of Amendment of Certificate of Incorporation (the “Certificate of Amendment”) was filed by the Secretary of State of Delaware on July 1, 2025 and that said Certificate of Amendment requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware. |
| 3. | The inaccuracy or defect of said Certificate is: |
The Certificate of Amendment containing the proposed amendment to the Corporation’s Certificate of Incorporation amending and restating Section 7.04 of the Certificate of Incorporation (the “Amendment”) was erroneously filed. Of the shares of Company common stock voted in person or by proxy, 96.65% voted in favor of approving the Amendment; however, such votes were less than the majority of the outstanding shares of Corporation’s common stock required by the Delaware General Corporation Law Section 242 for an amendment to a certificate of incorporation.
Accordingly, the Corporation’s Certificate of Amendment was ineffective and is withdrawn. Section 7.04 of the Corporation’s Certificate of Incorporation shall remain in effect unmodified by the proposed Amendment.
| 4. | Section 7.04 of the Certificate shall continue to read in its entirety as it was prior to the Certificate being filed, as set forth below: |
7.04 A director shall not be held personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except this provision shall not eliminate liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) for unlawful payment or dividend or unlawful stock purchase or redemption under Delaware General Corporation Law, Section 174, or (iv) for any transaction from which the director derived an improper personal benefit.
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Any repeal or modification of this Section 7.04 by the stockholders of the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. In the event that any of the provisions of this Section 7.04 (including any provision within a single sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed as of July 7, 2025 by the undersigned duly authorized officer of the Corporation.
| By: |
/s/ David A. Hedges | |
| Name: David A. Hedges | ||
| Title: President and Chief Executive Officer |
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