AUBN 8-K
Auburn National Bancorporation, Inc (AUBN)
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 (
(Exact Name of Registrant as Specified in Charter)
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(
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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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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
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The 2025 Annual Meeting of Shareholders of Auburn National Bancorporation, Inc. (“the Company”) was held on Tuesday, May 13, 2025, at which the shareholders approved an amendment to the Company’s Certificate of Incorporation to limit the liability of officers as permitted by the Delaware General Corporation Law.
A detailed description of the amendment is set forth in “Proposal Four: Amendment of Certificate of Incorporation” in the Company’s proxy statement filed with the Securities and Exchange Commission on April 3, 2025, which description is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Certificate of Incorporation amending and restating Section 7.04 of the Certificate of Incorporation (“Certificate of Amendment”) filed as Exhibit 3.1 to this Report and incorporated herein by reference. The Certificate of Amendment became effective upon its filing with the Secretary of State of the State of Delaware on July 1, 2025.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation amending and restating 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 2, 2025
Exhibit 3.1
AUBURN NATIONAL BANCORPORATION, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Auburn National Bancorporation, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:
| 1. | The name of the Corporation is “Auburn National Bancorporation, Inc.” |
| 2. | The Certificate of Incorporation of the Corporation is hereby amended by amending and restating Section 7.04 thereof, so that as amended and restated, such Section 7.04 shall read in its entirety as follows: |
7.04 To the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”), as currently in effect or hereafter amended, no director or officer (as defined in Section 102(b)(7) of the DGCL) shall be held personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer, except this provision shall not eliminate or limit the liability (i) of a director or officer for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) a director or officer for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) any transaction from which the director or officer derived an improper personal benefit, (iv) a director for unlawful payment of a dividend or an unlawful stock purchase or redemption under DGCL Section 174 or (v) an officer in any action by or in the right of the Corporation.
If the DGCL hereafter is amended to authorize the further elimination or limitation of the liability of directors or officers, then the liability of a director or officer of the Corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the amended DGCL. No amendment or repeal of this Section 7.04 shall (i) apply to or have any effect on the liability or alleged liability of any director or officer for or with respect to any acts or omissions of such director or officer occurring prior to the effective time of such amendment or repeal, or (ii) adversely affect any right or protection of a director or officer of the Corporation existing hereunder in respect of any act or omission occurring prior to the effective time of such amendment or repeal. Solely for purposes of this Section 7.04, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL, as it presently exists or may be amended and in effect from time to time.
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.
| 3. | The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
Executed as of July 1, 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 |