8-K - LCNB - Equibles

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 15, 2021 (November 15, 2021)

LCNB CORP.

(Exact name of Registrant as specified in its Charter)

Ohio	001-35292	31-1626393
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

2 North Broadway, Lebanon, Ohio 45036

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (513) 932-1414

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
Common Stock, No Par Value	LCNB	NASDAQ

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.

On November 15, 2021, following the recommendation of the Nominating & Governance Committee (the “Committee”), the Board of Directors (the “Board”) of LCNB Corp. (the “Company”) approved the increase of the size of the Board from ten to eleven members. Immediately following, on November 15, 2021, the Board appointed Takeitha W. Lawson, age 42, to fill the new seat on the Board. Ms. Lawson will serve as a Class II director of LCNB for an initial term ending at LCNB’s 2022 Annual Meeting of Shareholders. On November 15, 2021, the Board of LCNB National Bank, the banking subsidiary of LCNB, elected Ms. Lawson as a member of the LCNB National Bank Board of Directors.

The Committee nominated Ms. Lawson after a thorough review of all of the candidates’ backgrounds, relevant experience and professional and personal reputations. The Committee conducted a formal search for nominees and considered recommendations from Board members and management of the Company.

In her capacity as a director of both LCNB and LCNB National Bank, Ms. Lawson will receive compensation on the same basis as the other non-employee directors receive for their service on the LCNB and LCNB National Bank Boards of Directors and the respective committees of each. Any appointments of Ms. Lawson to committees will be determined at a later date.

Ms. Lawson currently serves as a Director at Cincinnati Bell Inc. (“Cincinnati Bell”), Cincinnati, Ohio. Previously, Ms. Lawson served as the Senior Director of Investor Relations at Cincinnati Bell, a position she has held since 2017. Ms. Lawson also served as Director of Billing and Collections from 2014 to 2017. Cincinnati Bell delivers integration communications solutions to residential and business customers over its fiber-optic networks including high-speed internet, video, voice, and data.

Ms. Lawson also serves as a member of the Board of Directors of Women Helping Women, a position she has held since 2018.

Ms. Lawson is the former Vice President of Finance for the Junior League of Cincinnati. The Junior League of Cincinnati is an organization of women committed to promoting voluntarism, developing the potential of women, and improving communities through the effective action and leadership of trained volunteers.

LCNB has determined that neither Ms. Lawson nor any of her immediate family members has had (or proposes to have) a direct or indirect interest in any transaction in which LCNB or any of LCNB’s subsidiaries was (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K. LCNB has also determined that Ms. Lawson qualifies as an “Independent Director” as defined in Rule 5605(a)(2) of The Nasdaq Stock Market’s Corporate Governance Requirements.”

A copy of the press release announcing Mr. Lawson’s election to the LCNB Board is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 15, 2021, LCNB Corp. announced that the Company’s Board of Directors declared a cash dividend of $0.20 per common share, representing a 5.3% increase over the same period last year. The common stock cash dividend will have a record date of December 1, 2021, and is payable to shareholders on December 15, 2021. A copy of the dividend press release (Exhibit 99.2) is attached and furnished under this Item 7.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release Dated November 15 , 2021

99.2 Dividend P ress Release Dated Novemb er 1 5, 2021

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.

	LCNB CORP.
Date: November 15, 2021	By: /s/ Robert C. Haines II
		Robert C. Haines II<br>Chief Financial Officer

Document

Exhibit 99.1

Press Release

Two North Broadway

P.O. Box 59

Lebanon, Ohio 45036

Company Contact:<br><br>Eric J. Meilstrup<br><br>President and Chief Executive Officer<br><br>LCNB National Bank<br><br>(513) 932-1414	Investor and Media Contact:<br><br>Andrew M. Berger<br><br>Managing Director<br><br>SM Berger & Company, Inc.<br><br>(216) 464-6400.
shareholderrelations@lcnb.com	andrew@smberger.com

LCNB Corp. Strengthens Board of Directors with Appointment of Takeitha W. Lawson

Ms. Lawson Brings Valuable Experience in Corporate Finance, Investor Relations and Public Company Operations

Appointment Reflects LCNB’s Ongoing Commitment to Maintaining Strong Governance and Adding Highly-Qualified, Independent Individuals to the Board

LEBANON, Ohio -- November 15, 2021 -- LCNB Corp. (NASDAQ: LCNB) (“LCNB” or the “Company”) today announced that it has appointed Takeitha W. Lawson (“Kei”) to its Board of Directors (the “Board”). The appointment reflects LCNB’s ongoing commitment to maintaining strong corporate governance and adding diverse, experienced, and independent individuals to the Board.

Eric Meilstrup, President and Chief Executive Officer, stated: “As we pursue sustainable growth across our markets, adding independent perspectives and new expertise to our Board is a priority. This is why the Board’s Nominating and Governance Committee ran a thoughtful process to assess candidates prior to identifying and selecting Kei. Her background in corporate finance, investor relations, and operations roles at top public companies will be a major value-add in our boardroom. In addition, since she is also an active member of the greater Cincinnati community, Kei will help the Board continue to assess and understand customer needs across our operating markets.”

Ms. Lawson added: “I'm thrilled to join LCNB’s Board at such an exciting time. I look forward to working with my fellow Board members and the executive team to help LCNB pursue growth and deliver value for all stakeholders, ranging from shareholders to customers to employees.”

Spencer S. Cropper, Chairman of the Board, concluded: “Kei brings extensive experience that will enrich our Board. LCNB remains focused on attracting a diverse set of experienced leaders to our executive team and Board. Kei’s appointment increases the size of our Board to eleven individuals, which includes a majority of independent members and a 25% diversity rate. I am pleased with the progress we are making in refreshing the Board to support our strategy and reflect the demographic makeup of the communities we serve. On behalf of everyone at LCNB, I am excited to work with Kei and I look forward to her future contributions.”

Takeitha W. Lawson Biography

Ms. Lawson has considerable experience in corporate finance, investor relations, and operations based on her background working at some of the world’s top public companies. She is currently a Director at Cincinnati Bell Inc., where she has served in corporate finance and investor relations roles. Prior to joining the company, she held various finance roles at Lockheed Martin Corporation, Lexmark International Inc., and E.I. DuPont de Nemours and Co., Inc. She also currently serves on the Executive Board and is Treasurer of Women Helping Women and is the former Vice President of Finance at the Junior League of Cincinnati. Ms. Lawson received a Master of Business Administration from Drexel University and holds a Bachelor of Business Administration in Finance from Temple University.

About LCNB Corp.

LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio. Through its subsidiary, LCNB National Bank (the “Bank”), it serves customers and communities in Southwest and South Central Ohio. A financial institution with a long tradition for building strong relationships with customers and communities, the Bank offers convenient banking locations in Butler, Clermont, Clinton, Fayette, Franklin, Hamilton, Montgomery, Preble, Ross, and Warren Counties, Ohio. The Bank continually strives to exceed customer expectations and provides an array of services for all personal and business banking needs including checking, savings, online banking, personal lending, business lending, agricultural lending, business support, deposit and treasury, investment services, trust and IRAs and stock purchases. LCNB Corp. common shares are traded on the NASDAQ Capital Market Exchange® under the symbol “LCNB.” Learn more about LCNB Corp. at www.lcnb.com.

Document

Exhibit 99.2

Press Release

Two North Broadway

P.O. Box 59

Lebanon, Ohio 45036

Company Contact:<br><br>Eric J. Meilstrup<br><br>President and Chief Executive Officer<br><br>LCNB National Bank<br><br>(513) 932-1414	Investor and Media Contact:<br><br>Andrew M. Berger<br><br>Managing Director<br><br>SM Berger & Company, Inc.<br><br>(216) 464-6400.
shareholderrelations@lcnb.com	andrew@smberger.com

LCNB Corp. Announces Fourth Quarter Dividend

Quarterly Cash Dividend Payment Increased 5.3% Year-over-Year

LEBANON, Ohio -- November 15, 2021 -- LCNB Corp. (Nasdaq: LCNB) today announced that the Company’s Board of Directors declared a cash dividend of $0.20 per common share, representing a 5.3% increase over the same period last year. The common stock cash dividend will have a record date of December 1, 2021, and is payable to shareholders on December 15, 2021.

Eric Meilstrup, President and Chief Executive Officer stated, “LCNB has a long history of quarterly dividend payments, and I am pleased with our Board’s decision to increase our quarterly dividend for the fourth consecutive year. In fact, since 1998, our dividend has increased at a compound annual growth rate of 3.5%.”

“In addition to the 5.3% year-over-year increase in our quarterly cash dividend payment, we have also repurchased 468,072 shares at an average cost of $16.82 per share from January 1 through September 30, 2021. Our dividend and share repurchase programs are part of our long-standing commitment to return value to our shareholders and reflect the strength of our balance sheet as well as our Board’s ongoing confidence in the long-term outlook for LCNB,” concluded Mr. Meilstrup.

About LCNB Corp.