8-K
ENB Financial Corp (ENBP)
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 11, 2021
ENB Financial Corp
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 000-53297 | 51-0661129 |
|---|---|---|
| (State or other<br><br> <br>jurisdiction of<br><br> <br>incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 31 E. Main St., Ephrata, PA | 17522-0457 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(717) 733-4181
(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 |
|---|---|---|
| None | N/A | N/A |
ENB FINANCIAL CORP
CURRENT REPORT ON FORM 8-K
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
On May 11, 2021, ENB Financial Corp (the "Company") held its 2021 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 5,561,499 shares of the Company's common stock were entitled to vote as of March 15, 2021, the record date for the Annual Meeting. There were 4,559,283 shares present in person or by proxy at the Annual Meeting, at which time the shareholders were asked to vote on two (2) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results on such proposals.
Proposal No. 1 – Election of ClassB Directors
The shareholders voted to elect four (4) Class B directors to serve for a term of three (3) years and until their successors are elected and qualified. The results of the vote were as follows:
| ****<br><br> <br>Name | ****<br><br> <br>For | ****<br><br> <br>Withheld | Broker<br><br> <br>Non-Votes |
|---|---|---|---|
| Willis R. Lefever | 3,763,079 | 159,317 | 636,887 |
| Jay S. Martin | 3,765,591 | 156,805 | 636,887 |
| Judith A. Weaver | 3,766,119 | 156,277 | 636,887 |
| Roger L. Zimmerman | 3,767,251 | 155,145 | 636,887 |
Proposal No. 2 - Ratify S.R. Snodgrass, P.C. as public accountingfirm for year ending December 31, 2021:
The shareholders voted to ratify S.R Snodgrass, P.C. as the public accounting firm for the year ending December 31, 2021. The results of the vote were as follows:
| For | Against | Abstain |
|---|---|---|
| 4,553,699 | 1,664 | 3,920 |
| Item 7.01 | Regulation FD Disclosure |
|---|
On May 11, 2021, Jeffrey S. Stauffer, Chief Executive Officer and President of the Registrant, as well as other members of management, gave a presentation at the Annual Meeting. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.
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ENB FINANCIAL CORP
| Item 9.01 | F****inancial Statements and Exhibits |
|---|
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Annual Meeting Presentation Slides. |
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ENB FINANCIAL CORP
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.
| ENB FINANCIAL CORP | |
|---|---|
| (Registrant) | |
| Dated: May 12, 2021 | /s/ Scott E. Lied |
| Scott E. Lied | |
| Treasurer | |
| (Principal Financial Officer) |
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Agenda • Welcome • Reading of the Minutes • Certify Voting Activity • Vote on Matters of the Proxy Statement • Discussion of Company Condition – President’s Remarks – Financial Review • Questions & Answers • Voting Results • Adjournment
Presenters Adrienne L. Miller, Esq. Vice President and Corporate Secretary – ENB Financial Corp Senior Vice President and Legal Counsel – Ephrata National Bank Scott E. Lied, CPA Treasurer – ENB Financial Corp Executive Vice President and Chief Financial Officer – Ephrata National Bank Jeffrey S. Stauffer President, CEO & Chairman of the Board – ENB Financial Corp and Ephrata National Bank
Meeting Certification Presented by: Adrienne L. Miller, Esq. Corporate Secretary - ENB Financial Corp
Matters of Proxy 1. Elect four (4) Class B directors to serve a 3 - year term 2. Ratify the selection of S.R. Snodgrass, P.C. 3. To transact such other business as may properly be presented
Matters of Proxy 1. Elect four (4) Class B directors to serve a 3 - year term Election of Directors – Class B Willis R. Lefever Jay S. Martin Judith A. Weaver Roger L. Zimmerman
Continuing Directors Continuing Directors – Class C Joshua E. Hoffman Susan Y. Nicholas Mark C. Wagner Continuing Directors – Class A Aaron L. Groff, Jr. Dr. Brian K. Reed Jeffrey S. Stauffer
Voting Process Presented by: Adrienne L. Miller, Esq. Corporate Secretary - ENB Financial Corp
Voting Process Proxy Holders Janice S. Eaby John H. Shuey Judges of Election Paul W. Wenger Roger S. Kline John L. Weber
President’s Remarks Presented by: Jeffrey S. Stauffer President , CEO & Chairman of the Board - ENB Financial Corp
Mission Statement To remain an independent community bank of undisputed integrity, serving the communities of Lancaster County and beyond. To offer state - of - the - art financial products and services of high quality and value at an affordable price. To provide unsurpassed personal service, delivered by a highly dedicated professional team.
Vision Statement To help clients achieve financial success as defined by them by discovering their goals and dreams in order to provide helpful advice.
COVID - 19 Response
A Continued Drive for Efficiency
Realigned Organizational Structure
Helping Customers & Communities through the Crisis
Financial Results Presented by: Scott E. Lied, CPA Treasurer - ENB Financial Corp
Disclosures Unaudited Financial Information Some of the following slides do present financial information that is unaudited. Therefore, this information is subject to adjustments that could be necessary upon completion of the annual audit. Forward Looking Statements Some of the material and/or language used in this presentation would be considered as a forward looking statement. Management is not obligated to update these forward looking statements.
Net Income 0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 2016 2017 2018 2019 2020 7,553 6,344 9,749 11,395 12,299 (in Thousands)
Significant Items Dollars in Thousands 2020 $ 2019 $ Incr./Decr. $ Incr./Decr. % Net Interest Income 38,248 36,618 1,630 4.5 Provision for Loan Loss 2,950 770 2,180 283.1 Other Income 8,777 8,871 (94) - 1.1 Gains on the Sale of Mortgages 5,850 1,936 3,914 202.2 Security Gains 733 499 234 46.9 Operating Expense 36,074 33,633 2,441 7.3 Pre Tax Income 14,584 13,521 1,063 7.9
2020 Balance Sheet Growth Total Assets up $290.6 million + 24.8% Total Loans up $69.8 million + 9.3% - Originated $78 million in PPP Loans Total Deposits up $278.7 million + 28.6% Total Capital up $13.5 million + 11.6 %
Performance Ratios 2020 % 2019 % 2018 % Return on Average Assets (ROA) 0.96 1.01 0.93 Return on Average Equity (ROE) 10.16 10.36 9.94 Net Interest Margin 3.24 3.53 3.46 Efficiency Ratio 67.19 69.82 71.58
Per Share Data 2020 2019 2018 Earnings Per Share $2.20 $2.01 $1.71 Dividends Per Share $0.64 $0.62 $0.58 Dividend Payout Ratio 29.09% 30.85% 33.63 %
2020 Peer Analysis Measurement ENBP % PA Bank Peer* % Return on Average Assets LTM 0.96 0.93 Return on Average Equity 10.16 9.70 Price to Earnings LTM 8.45 10.48 Price to Book 0.80 0.88 Dividend Yield 3.44 3.63 *Data as of December 31, 2020 from the Corporation’s select peer group consisting of 10 publicly traded PA headquartered Banks with assets between $1 to $3 billion.
2020 Peer Analysis Measurement ENBP % PA Bank Peer* % Tangible Capital to Assets 8.90 9.59 Tier 1 Ratio 12.80 13.01 Total Capital Ratio 16.10 15.39 Efficiency Ratio (Adjusted) 67.19 61.93 Non - Performing Assets/Total Assets 0.14 0.77 Allowance for Loan Losses 1.50 1.12
First Quarter 2021 Results (Unaudited) Earnings: $ 4.5 million, Up $2,339,000, or 108.0%. Mortgage Gains: $1,930,000 vs. $541,000 Net Interest Margin: 2.86% Net Interest Income: Up $463,000, or 5.0% ROA : 1.24% ROE: 14.03%
Voting Results Presented by: Adrienne L. Miller, Esq. Corporate Secretary - ENB Financial Corp
Questions & Answers
