Auburn National Bancorporation, Inc 8-K, filed Feb 18, 2020
Auburn National Bancorporation, Inc (AUBN)
About this 8-K
Auburn National Bancorporation, Inc filed this 8-K on February 18, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): February 18, 2020
AUBURN NATIONAL BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-26486 | 63-0885779 | ||
| (State or other jurisdiction of incorporation |
(Commission file number) |
(IRS Employer Identification Number) |
100 North Gay Street, P.O. Drawer 3110, Auburn, Alabama 36831-3110
(Address of principal executive offices)
(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 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On February 11, 2020, the Boards of Directors (the “Board”) of Auburn National Bancorporation, Inc. (the “Company”) and AuburnBank (the “Bank”) appointed Ms. Laura Cooper to serve as director of the Company and the Bank. Ms. Cooper will initially serve on the Independent Directors Committee. Following the 2020 Annual Meeting, Ms. Cooper may be appointed to other committees.
There is no agreement or understanding between Ms. Cooper and any other person pursuant to which she was elected to the Board. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Registrant. In accordance with Nasdaq guidelines, the Board has determined that Ms. Cooper is independent. Ms. Cooper is not party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor is she a party to or a participant in any material plan, contract or arrangement, or any grant or award thereunder, whether or not written, entered into or materially amended in connection with her appointment as a director.
Item 8.01 Other Events
On February 18, 2020, the Company issued a press release announcing Ms. Cooper’s appointment to the Boards of both the Company and the Bank, which is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished herewith:
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press Release, dated February 18, 2020 | |
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/ Robert W. Dumas |
| Robert W. Dumas |
| Chairman, President, and CEO |
Date: February 18, 2020
Exhibit 99.1
|
For additional information, contact: Robert W. Dumas. Chairman, President and CEO (334) 821-9200 |
Press Release – February 18, 2020
Auburn National Bancorporation, Inc. Appoints New Director
AUBURN, Alabama – Auburn National Bancorporation, Inc. (the “Company”) (Nasdaq: AUBN), the parent company of AuburnBank (the “Bank”), announced that Laura Cooper was appointed on February 11, 2020 to the Boards of Directors of the Company and the Bank.
“We are delighted to have Ms. Cooper join our team of Directors,” said Robert W. Dumas, Chairman, President and CEO of the Company. “She will bring valuable perspective and experience to our Board.”
Ms. Cooper currently serves as the Executive Director for the Lee County Youth Development Center, a local non-profit that offers a broad continuum of services and care for youth and families. She is a licensed social worker in the State of Alabama and received her B.S. in Human Sciences and Family Development from the University of Alabama and her Master’s Degree in Community Agency Counseling from Auburn University.
Ms. Cooper also currently serves on the Auburn Industrial Development Board of Directors, the Opelika Chamber of Commerce Board of Directors, the Auburn University Human Development and Family Studies Advisory Council. She and has held numerous other leadership positions, including her past service as President of the Auburn City School Board, Chairperson of the Auburn Chamber of Commerce Board, Chairperson of the United Way of Lee County Board, and as a member of the Auburn University College of Education Advisory Council.
“Ms. Cooper’s lifelong pursuit of helping children and families along with her service to local businesses, public schools, and other civic organizations, make her uniquely qualified to assist the Company and the Bank with continuing its commitment to meeting the financial needs of the communities we serve,” stated Robert W. Dumas.
About Auburn National Bancorporation, Inc.
Auburn National Bancorporation, Inc. (the “Company”) is the parent company of AuburnBank (the “Bank”), with total assets of approximately $829 million. The Bank is an Alabama state-chartered bank that is a member of the Federal Reserve System and has operated continuously since 1907. Both the Company and the Bank are headquartered in Auburn, Alabama. The Bank conducts its business in East Alabama, including Lee County and surrounding areas. The Bank operates eight full-service branches in Auburn, Opelika, Valley, and Notasulga, Alabama. The Bank also operates loan production offices in Auburn and Phenix City, Alabama. Additional information about the Company and the Bank may be found by visiting www.auburnbank.com.