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 10, 2022
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 10, 2022, ENB Financial Corp (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 5,583,956 shares of the Company's common stock were entitled to vote as of March 4, 2022, the record date for the Annual Meeting. There were 4,672,127 shares present in person or by proxy at the Annual Meeting, at which time the shareholders were asked to vote on four (4) 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 A 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 |
|---|---|---|---|
| Brian K. Reed | 3,992,643 | 216,595 | 462,889 |
| Jeffrey S. Stauffer | 3,990,999 | 218,239 | 462,889 |
| J.<br> Daniel Stoltzfus | 3,984,279 | 224,959 | 462,889 |
ProposalNo. 2 – Conduct non-binding shareholder vote on executive compensation:
The shareholders voted to approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of the Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2021 Summary Compensation Table and the other related tables and narrative discussion contained in the Proxy Statement. The results of the vote were as follows:
| Broker | |||
|---|---|---|---|
| For | Against | Abstain | Non-Votes |
| 3,901,874 | 233,605 | 73,759 | 462,889 |
Proposal No. 3 –Approve and adopt the ENB Financial Corp 2022 Employee Stock Purchase Plan:
The shareholders voted to approve and adopt the ENB Financial Corp 2022 Employee Stock Purchase Plan. The results of the vote were as follows:
| Broker | |||
|---|---|---|---|
| For | Against | Abstain | Non-Votes |
| 3,966,655 | 187,780 | 54,803 | 462,889 |
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ENB FINANCIAL CORP
Proposal No. 4 - RatifyS.R. Snodgrass, P.C. as public accounting firm for year ending December 31, 2022:
The shareholders voted to ratify S.R Snodgrass, P.C. as the public accounting firm for the year ending December 31, 2022 The results of the vote were as follows:
| For | Against | Abstain |
|---|---|---|
| 4,611,052 | 7,640 | 53,435 |
| Item 7.01 | Regulation FD Disclosure |
|---|
On May 10, 2022, 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<br> Number | Description |
| --- | --- |
| 99.1 | Annual Meeting Presentation<br> Slides. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
3
ENB FINANCIAL CORP
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 thereunto duly authorized.
| ENB FINANCIAL CORP | |
|---|---|
| (Registrant) | |
| Dated: May 11, 2022 | /s/ Rachel G. Bitner |
| Rachel G. Bitner | |
| Treasurer | |
| (Principal Financial Officer) |
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Disclosures Participation in the annual meeting, including voting shares and submitting questions, is limited to shareholders. During the annual meeting, the company will not permit discussions or questions that are not relevant or pertinent to the agenda matter, then being discussed, as determined by the Chair in his reasonable judgement. Following adjournment of the formal business of the annual meeting, the Company will address appropriate general questions from shareholders regarding the Company.
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 Adrienne L. Miller, Esq. Vice President and Corporate Secretary – ENB Financial Corp Senior Vice President and General Counsel – Ephrata National Bank Rachel G. Bitner 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 • Notice of Mailing to Shareholders of Record • Confirmation of Quorum
Matters of Proxy 1. Elect three (3) Class A directors to serve a 3 year term 2. To conduct a non - binding shareholder vote on executive compensation 3. To approve and adopt the ENB Financial Corp 2022 Employee Stock Purchase Plan 4. To ratify the selection of S.R. Snodgrass, PC as the independent registered public accounting firm for the year ending December 31, 2022 5. Transact such other business that may have been properly presented; no such matters have been presented.
Matters of Proxy Elect three (3) Class A directors to serve a 3 year term Election of Directors – Class A Dr. Brian K. Reed Jeffrey S. Stauffer J. Daniel Stoltzfus
Continuing Directors Continuing Directors – Class B Willis R. Lefever Jay S. Martin Judith A. Weaver Roger L. Zimmerman Continuing Directors – Class C Joshua E. Hoffman Susan Y. Nicholas, Esq. Mark C. Wagner
Voting Process Presented by: Adrienne L. Miller, Esq. Corporate Secretary - ENB Financial Corp • Introduction of Proxy Holders and Judges • Collection of any votes placed at the meeting
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
Reaching for New Heights 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
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.
Creating a Plan for Future S uccess
A Growing Franchise November 8 Elizabethtown Community Loan Office Opened at 222 S. Market St., Elizabethtown November 30 Received approval from the OCC to open a new Community Banking Office at 101 E. State Street, Quarryville March 25 The ENB Money Management Group entered an agreement with Muncy Bank and Trust to acquire the assets of their trust department
Continuing Digital Transformation
Expanding our Commitment to Agriculture
Sharing our Prosperity
Sharing our Prosperity J. Harry Hibshman Scholarship • 4,473 scholarships totaling $ 30.2M awarded over the past 57 years • 78 scholarships totaling $ 1.55M awarded in 2021
Making the Holidays Brighter
Board Retirement - Aaron L. Groff, Jr .
2021 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 2017 2018 2019 2020 2021 6,910 9,749 11,395 12,299 14,916
Significant Items Dollars in Thousands 2021 $ 2020 $ Incr./ Decr . $ Incr./ Decr . % Net Interest Income 40,571 38,248 2,323 6.1 Provision for Loan Loss 475 2,950 (2,475) - 83.9 Other Income 11,301 8,777 2,524 28.8 Gains on the Sale of Mortgages 5,526 5,850 (324) - 5.5 Gains on the Sale of Securities 1,054 733 321 43.8 Operating Expense 40,441 36,074 4,367 12.1 Pre Tax Income 17,536 14,584 2,952 20.2
2021 Balance Sheet Growth Total Assets up $254.9 million + 17.4% Total Loans up $97.5 million + 11.8% Total Deposits up $259.4 million + 20.7% Total Capital up $7.1 million + 5.4%
Performance Ratios 2021 % 2020 % 2019 % Return on Average Assets (ROA) 0.95 0.96 1.01 Return on Average Equity (ROE) 11.16 10.16 10.36 Net Interest Margin 2.81 3.24 3.53 Efficiency Ratio 69.08 67.19 69.82
Per Share Data 2021 2020 2019 Earnings Per Share $2.68 $2.20 $2.01 Dividends Per Share $0.67 $0.64 $0.62 Dividend Payout Ratio 25.00% 29.09% 30.85 % Stock Price at Year - End $21.70 $18.60 $20.75
2021 Peer Analysis * As of 12/31/21 Measurement ENBP % Peer Median % Return on Average Assets 0.95 1.14 Return on Average Equity 11.16 12.45 Net Interest Margin 2.81 3.11 Efficiency Ratio 69.08 60.87 Revenue/full - time equivalent 216 258 * Peer data consists of the Corporation’s strategic plan peer group which includes 14 banks in PA, NY, and MD with assets between $1.0 billion and $3.4 billion.
2021 Peer Analysis * as of 12/31/21 Measurement ENBP % Peer Median % Tangible Capital to Assets 7.99 8.20 Tier 1 Ratio 12.50 12.85 Total Capital Ratio 15.60 14.75 Non - Performing Assets/Total Assets 0.17 0.41 Allowance for Loan Losses 1.40 1.26 * Peer data consists of the Corporation’s strategic plan peer group which includes 14 banks in PA, NY, and MD with assets between $1.0 billion and $3.4 billion .
First Quarter 2022 Results (Unaudited) Earnings: $3.2 million, down $1,303,000, or 29.2%. - Significant non - recurring items in 2021 ROA: 0.76% ROE: 9.82% Net Interest Income: Up $1,042,000, or 10.8% Net Interest Margin: 2.73% Loan Growth: 12.90% over 3/31/21 balances
Voting Results Presented by: Adrienne L. Miller, Esq. Corporate Secretary - ENB Financial Corp • Reading of the Election Report concerning the four proposals
Questions & Answers
