Farmers National Banc Corp 8-K, filed Apr 16, 2021
Farmers National Banc Corp (FMNB)
About this 8-K
Farmers National Banc Corp filed this 8-K on April 16, 2021, reporting on events of April 15, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 15, 2021, Farmers National Banc Corp. (“Farmers” or the “Company”) held its 2021 Annual Meeting of Shareholders (“2021 Annual Meeting”) for the purposes of: (1) electing three Class II directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2024; (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 CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. As of the close of business on March 5, 2021, the record date for the 2021 Annual Meeting, 28,304,437 common shares were outstanding and entitled to vote. At the Annual Meeting, 23,243,769, or approximately 82.12%, of the outstanding common shares entitled to vote were represented in person or by proxy, including 4,633,581 broker non-votes. The results of the voting at the 2021 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 2024 Annual Meeting of Shareholders:
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Anne Frederick Crawford |
17,480,368 | 1,129,819 | 4,633,581 | |||
| David Z. Paull |
16,281,780 | 2,328,407 | 4,633,581 | |||
| James R. Smail |
18,167,344 | 442,843 | 4,633,581 |
Proposal 2: The Company’s shareholders approved an advisory vote on the 2020 compensation paid to the Company’s named executive officers, with 92.82% of shares voted being cast in favor of the proposal:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 17,273,650 |
662,176 | 674,361 | 4,633,581 |
Proposal 3: The Company’s shareholders ratified the appointment of CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 23,000,226 |
133,068 | 110,474 | 0 |
| Item 7.01 | Regulation FD Disclosure. |
On April 16, 2021, the Company announced that James R. Smail has assumed the role of Chairman of the Board of Directors of the Company (the “Board”), effective April 15, 2021. Mr. Smail previously served as the Vice Chairman of the Board. In addition, the Company announced that David Z. Paull has assumed the role of Vice Chairman of the Board, effective April 15, 2021. The Company issued a press release announcing the appointments of Messrs. Smail and Paull, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The press release is furnished herein, as part of this Item 7.01, as Exhibit 99.1. Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, 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 of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated April 16, 2021 | |
| 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: April 16, 2021
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 Holding Company Leadership Roles
Canfield, Ohio, April 16, 2021 — Farmers National Banc Corp. (NASDAQ: FMNB) (“Farmers”) has announced that James R. Smail has assumed the role of Chairman of the Board, effective April 15, 2021.
Mr. Smail joined the Farmers National Banc Corp Board of Directors as Vice Chairman of the Board in July of 2015 following the merger of First National Bank of Orrville, where he had served on the Board of National Bancshares Corporation, the holding company for First National Bank of Orrville, as a Board member since 2009 and as Executive Chairman of the Board since 2013.
In January 2017, Mr. Smail was named as Chairman of the Farmers Trust Company Board of Directors. Mr. Smail has an extensive background in the banking, oil and gas and ranching business. He has served as the Chairman of the Board of Monitor Banc Corp. from 1972 to 2017, the Chairman of the Board of J.R. Smail, Inc. since 1975 and Chairman of the Board of Monitor Ranch, Inc. since 1992.
Additionally, David Z. Paull has assumed the role of Vice Chairman of the Board. Mr. Paull, retired, most recently served as Vice President at RTI International Metals, Inc. and previously held a number of positions with RTI focused in Human Resources, Labor Relations, Safety and Administration.
Mr. Paull also serves on the Board Enterprise Risk Management Committee and will Chair the Compensation Committee and Executive Committee for Farmers National Banc Corp.
ABOUT FARMERS NATIONAL BANC CORP.
Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $3 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 41 banking locations in Mahoning, Trumbull, Columbiana, Stark, 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 December 31, 2020 were $2.8 billion.
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