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 9, 2023
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)
N/A
(Former name or former address, if changed since last report)
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))
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 |
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. ☐
ENB FINANCIAL CORP
CURRENT REPORT ON FORM 8-K
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
On May 9, 2023, ENB Financial Corp (the "Company") held its 2023 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 5,626,631 shares of the Company's common stock were entitled to vote as of March 13, 2023, the record date for the Annual Meeting. There were 4,637,797 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.
ProposalNo. 1 – Election of Class A Directors
The shareholders voted to elect three (3) Class C 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 |
|---|---|---|---|
| Joshua E. Hoffman | 3,886,792 | 241,569 | 509,436 |
| Susan Young Nicholas | 3,897,340 | 231,021 | 509,436 |
| Mark C. Wagner | 3,895,375 | 232,986 | 509,436 |
Proposal No.2 - Ratify S.R. Snodgrass, P.C. as public accounting firm for year ending December 31, 2023:
The shareholders voted to ratify S.R Snodgrass, P.C. as the public accounting firm for the year ending December 31, 2023. The results of the vote were as follows:
| For | Against | Abstain |
|---|---|---|
| 4,557,395 | 27,372 | 53,030 |
| Item 7.01 | Regulation FD Disclosure |
|---|
On May 9, 2023, 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.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit | |
| --- | --- |
| Number | Description |
| 99.1 | Annual Meeting Presentation<br> Slides. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 10, 2023 | By: | /s/ Rachel G. Bitner |
| Rachel G. Bitner | ||
| Treasurer | ||
| (Principal Financial Officer) |
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ANNUAL SHAREHOLDER MEETING MAY 9, 2023
Agenda • Welcome • Reading of the Minutes • Meeting Certification • Matters of Proxy – Voting • Discussion of Company Condition – President’s Remarks – Financial Review • Voting Results • Questions & Answers • Adjournment
Presenters Jeffrey S. Stauffer President, CEO & Chairman of the Board – ENB Financial Corp and Ephrata National Bank Adrienne L. Miller, Esq. Vice President and Corporate Secretary – ENB Financial Corp Senior Vice President and Legal Counsel – Ephrata National Bank Rachel G. Bitner Treasurer – ENB Financial Corp Executive Vice President and Chief Financial Officer – Ephrata National Bank
Meeting Certification Presented by: Adrienne L. Miller, Esq. Corporate Secretary - ENB Financial Corp
Matters of Proxy 1. Elect three (3) Class C directors to serve a 3 - year term 2. To ratify the selection of S.R. Snodgrass, PC as the independent registered public accounting firm for the year ending December 31, 2023 3. Transact such other business as may be properly presented here today
Matters of Proxy Elect three (3) Class C directors to serve a 3 - year term Election of Directors – Class C Joshua E. Hoffman, MBA, CPA, CMA, CPCU, AAI Susan Young Nicholas, Esquire Mark C. Wagner
Continuing Directors Continuing Directors – Class A Brian K. Reed, DVM, MBA Jeffrey S. Stauffer J. Daniel Stoltzfus Continuing Directors – Class B Willis R. Lefever Jay S. Martin, CISSP Judith A. Weaver Roger L. Zimmerman
Voting Process Presented by: Adrienne L. Miller, Esq. Corporate Secretary - ENB Financial Corp
Voting Process Proxy Holders • Mary E. Leaman • 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
Executive Team Jeffrey S. Stauffer President, CEO & Chairman of the Board Chad Neiss SEVP, Chief Strategy Officer & Head of Mortgage Division, Interim COO Bill Kitsch SEVP, Chief Revenue Officer Rachel Bitner Treasurer EVP, Chief Financial Officer Cindy Cake EVP, Chief Human Resources Officer Adrienne Miller, Esquire VP, Corporate Secretary SVP, Legal Counsel Nick Klein EVP, Chief Risk Officer
Mission Statement To remain an independent community bank of undisputed integrity so the communities we serve benefit from our prosperity. To help our employees find career fulfillment through professional growth, personal empowerment and mutual achievement. To help our customers achieve financial health and wellbeing, as defined by them, throughout their lifetime. To provide our shareholders with a consistent return on their investment by being a top performing financial institution.
Executing a Plan for Future Success ENB 2022 – 2024 Strategic Planning Objectives 1. Evolve Purposeful Leadership Capabilities 2. Achieve Operational Excellence 3. Develop a Robust Sales Culture 4. Manage Risk to Achieve Greater Profitability 5. Pursue Emerging Opportunities that Align with our Mission
Commitment To Our Communities
2022 Financial Results Presented by: Rachel G. Bitner Treasurer - ENB Financial Corp
Disclosures Unaudited Financial Information Some of the following slides 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 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 16,000 2018 2019 2020 2021 2022 6,910 11,395 12,299 14,916 14,631
Significant Items Dollars in Thousands 2022 $ 2021 $ Incr./ Decr . $ Incr./ Decr . % Net Interest Income 50,583 40,571 10,012 24.7 Provision for Credit Loss 1,300 475 825 173.7 Other Income 12,252 11,301 951 8.4 Gains on the Sale of Mortgages 1,302 5,526 (4,224) - 76.4 Security Gains 10 1,054 (1,044) - 99.1 Operating Expense 45,929 40,441 5,488 13.6 Pre Tax Income 16,918 17,536 (618) - 3.5
2022 Balance Sheet Growth Total Assets up $141.5 million + 8.2% Total Loans up $270.2 million + 29.3% Total Deposits up $126.7 million + 8.4% Total Capital down $40.0 million - 29.1%
Capital Position 12/31/22 09/30/22 06/30/22 03/31/22 12/31/21 Total Stockholders’ Equity $97,335 $86,155 $101,401 $116,039 $137,288 Accumulated Other Comprehensive Income (Loss) $(48,292) $(55,381) $(36,816) $(20,298) $3,441
Performance Ratios 2022 % 2021 % 2020 % Return on Average Assets (ROA) 0.83 0.95 0.96 Return on Average Equity (ROE) 13.63 11.16 10.16 Net Interest Margin 3.03 2.81 3.24 Efficiency Ratio 70.28 69.08 67.19
Per Share Data 2022 2021 2020 Earnings Per Share $2.62 $2.68 $2.20 Dividends Per Share $0.68 $0.67 $0.64 Dividend Payout Ratio 25.95% 25.00% 29.09 % Stock Price at Year - End 16.00 21.70 18.60
2022 Peer Analysis * As of 12/31/22 Measurement ENBP % Peer Median % Return on Average Assets 0.83 1.12 Return on Average Equity 13.63 13.52 Net Interest Margin 3.03 3.36 Efficiency Ratio 70.28 58.99 Revenue/full - time equivalent 220 265 * Peer data consists of the Corporation’s strategic plan peer group which includes 14 banks in PA, NY, and MD with assets between $1.1 billion and $3.6 billion.
2022 Peer Analysis * as of 12/31/22 Measurement ENBP % Peer Median % Tangible Capital to Assets 5.24 7.09 Tier 1 Ratio 13.38 13.26 Total Capital Ratio 14.52 14.33 Non - Performing Assets/Total Assets 0.23 0.32 Allowance for Credit Losses/Total Loans 1.19 1.15 * Peer data consists of the Corporation’s strategic plan peer group which includes 14 banks in PA, NY, and MD with assets between $1.1 billion and $3.6 billion.
First Quarter 2023 Results (Unaudited) Earnings: $2.4 million, down $750,000 , or 23.5% from Q1 2022. - CECL impact, increased cost of funds ROA: 0.53% ROE: 9.76% Net Interest Income: Up $3,083,000 , or 28.8% Net Interest Margin: 3.08% Loan Growth: 32.2% over 3/31/22 balances
Voting Results Presented by: Adrienne L. Miller, Esq. Corporate Secretary - ENB Financial Corp
Questions & Answers
ANNUAL SHAREHOLDER MEETING MAY 9, 2023