8-K
ORRSTOWN FINANCIAL SERVICES INC (ORRF)
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 2, 2023
| ORRSTOWN FINANCIAL SERVICES, INC. | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Exact name of registrant as specified in its charter) | Pennsylvania | 001-34292 | 23-2530374 | |||||
| --- | --- | --- | --- | --- | --- | |||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| 77 East King Street, | P. O. Box 250 | Shippensburg, | Pennsylvania | 17257 | ||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
| Registrant’s Telephone Number, Including Area Code: | (717) | 532-6114 | ||||||
| Not Applicable | ||||||||
| (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) | |||||||
| ☐ | 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 | ORRF | 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 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2023, Orrstown Financial Services, Inc. (the “Company”) held its annual meeting of shareholders and values their feedback. The Board of Directors will carefully consider the voting results of the annual meeting and will continue to engage with our shareholders on these important issues.
The following is a record of the vote on each matter presented at the annual meeting.
(1) Elect four directors to Class A for three year terms expiring in 2026.
An average of 92.5% of the votes cast were voted for each of the four nominees for election to the Company’s Board of Directors.
| Nominee | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| Cindy J. Joiner, CPA | 6,339,470 | 302,428 | 1,169,284 |
| Eric A. Segal | 6,317,906 | 323,992 | 1,169,284 |
| Glenn W. Snoke | 5,894,146 | 747,752 | 1,169,284 |
| Joel R. Zullinger | 6,023,793 | 618,105 | 1,169,284 |
(2) Approve a non-binding advisory vote regarding the compensation paid to our Named Executive Officers ("Say-On-Pay).
80.1% of the votes cast for or against the proposal were voted to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers.
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 4,841,750 | 1,206,062 | 594,086 | 1,169,284 |
(3) Approve a non-binding advisory vote regarding the frequency of holding our Say-On-Pay vote.
90.3% of the votes cast were voted to approve, on an advisory basis, the frequency of holding our Say-On-Pay vote annually.
| One Year | Two Years | Three Years | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| 5,492,677 | 81,904 | 507,318 | 559,999 | 1,169,284 |
(4) Ratify the Audit Committee’s selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
98.6% of the votes cast for or against the proposal were voted to ratify the appointment of Crowe LLP as the independent registered public accounting firm for the Company.
| For | Against | Abstain |
|---|---|---|
| 7,627,252 | 109,563 | 74,367 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
| Exhibit No. | Description | |
|---|---|---|
| 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. | ||
| ORRSTOWN FINANCIAL SERVICES, INC. | ||
| Date: May 3, 2023 | By: | /s/ Neelesh Kalani |
| Neelesh Kalani<br><br>Executive Vice President and Chief Financial Officer<br><br>(Duly Authorized Representative) |