8-K

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): November 28, 2022

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio	001-35296	34-1371693
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
20 South Broad Street, P.O. Box 555,<br> <br>Canfield, Ohio	44406-0555
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(Address of principal executive offices)	(Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

(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:

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol	Name of each exchange<br> <br>on which registered
Common Stock, No Par Value	FMNB	The NASDAQ Stock Market

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.  ☐

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    On November 22, 2022, the board of directors (the “Board”) Farmers National Banc Corp. (the “Company”), upon the recommendation of the Corporate Governance and Nominating Committee of the Board, appointed Andre Thornton, President and CEO of ASW Global LLC, to the Board effective January 1, 2023, to hold office as a Class II director until the Company’s 2024 annual meeting of shareholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. The Board has determined that Mr. Thornton satisfies the independence requirements under the rules of The NASDAQ Stock Market LLC. The Company issued a press release announcing the appointment of Mr. Thornton the Board, a copy of which is attached as Exhibit 99.1 hereto.

As a non-employee director, Mr. Thornton will be eligible to receive compensation in the same manner as the Company’s other non-employee directors, including an annual general annual retainer fee, consistent with the description in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 17, 2022. The Company will enter into an indemnification agreement with Mr. Thornton in a manner consistent with the agreements entered into with the Company’s existing directors, the form of which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2011. Mr. Thornton has been appointed to serve on the Corporate Governance and Nominating Committee and the Board Enterprise Risk Management Committee of the Board effective January 1, 2023.

The full text of the Company’s press release announcing the appointment of Mr. Thornton is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01	Regulation FD Disclosure.

On November 28, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the Board of the Company appointed Andre Thornton to the Board, effective January 1, 2023, as described in Item 5.02(d) of this Current Report on Form 8-K.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.
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Exhibit<br>Number	Description
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99.1	Press Release dated November 28, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Farmers National Banc Corp.
By:	/s/ Kevin J. Helmick
Kevin J. Helmick
President and Chief Executive Officer

Date: November 28, 2022

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Amber Wallace

Executive Vice President, Chief Retail/Marketing Officer

330-720-6441

awallace@farmersbankgroup.com

Farmers National Banc Corp. Announces Board Addition

Canfield, Ohio, November 28, 2022 — Farmers National Banc Corp. (NASDAQ: FMNB) (“Farmers”) welcomes a new member to its Board of Directors, Mr. André Thornton, who will bring a wealth of business experience to Farmers. Mr. Thornton was appointed by the Board of Directors effective January 1, 2023 as a Class II director with a term expiring in 2024.

Mr. Thornton will also serve on the Corporate Governance and Nominating Committee and the Board Enterprise Risk Management Committee of the Board.

Mr. Thornton currently serves as President and CEO of ASW Global, LLC. As CEO, he sets the direction of the company and directs operational aspects so that they follow the strategic plans and policies of the organization. Mr. Thornton has more than 30 years of experience in entrepreneurial ventures, including helping to guide a highly successful restaurant management group that was sold to Applebee’s International.

Mr. Thornton played professional baseball for 21 years, including 11 **** seasons with the Cleveland Indians, and was an honored recipient of the Roberto Clemente Award in 1979, which goes to the player who best exemplifies the game of baseball, sportsmanship, community involvement, and team contribution.

Kevin J. Helmick, Farmers National Bank President & CEO stated, “With an extensive background in business and entrepreneurship, we welcome André to Farmers and believe his experience will continue to solidify our Board of Directors.”

Mr. Thornton also is an active member of his community, serving on or have served on a variety of boards of directors including the Greater Cleveland Partnership and the Greater Akron Chamber.

ABOUT FARMERS NATIONAL BANC CORP.

Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $4.1 billion in banking assets. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 46 banking locations in Mahoning, Trumbull, Columbiana, Stark, Summit, Portage, Wayne, Medina, Geauga and Cuyahoga counties in Ohio and Beaver County in Pennsylvania; Farmers Trust Company, which operates five trust offices and offers services in the same geographic markets and Farmers National Insurance, LLC. Total wealth management assets under care at September 30, 2022 were $2.9 billion.