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): April 18, 2024

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On April 18, 2024, the Company held its 2024 Annual Meeting of Shareholders (“2024 Annual Meeting”) for the purposes of: (1) electing four Class II directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2027; (2) considering and voting upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; and (3) considering and voting upon a proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. As of the close of business on March 5, 2024, the record date for the 2024 Annual Meeting, 37,545,864 common shares were outstanding and entitled to vote. At the Annual Meeting, 28,908,480 or approximately 77.00%, of the outstanding common shares entitled to vote were represented in person or by proxy, including 6,356,143 broker non-votes. The results of the voting at the 2024 Annual Meeting are as follows:

Proposal 1: The Company’s shareholders elected the following nominees for director to serve a three-year term ending at the 2027 Annual Meeting of Shareholders:

Proposal 2: The Company’s shareholders approved an advisory vote on the 2023 compensation paid to the Company’s named executive officers, with 84.47% of shares voted being cast in favor of the proposal:

Proposal 3: The Company’s shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:

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.

Date: April 19, 2024