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 5, 2015

 

ACNB Corporation

(Exact name of Registrant as specified in its charter)

 

Pennsylvania

 

0-11783

 

23-2233457

(State or other
jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

16 Lincoln Square, Gettysburg, PA

 

17325

(Address of principal executive offices)

 

(Zip Code)

 

717.334.3161

(Registrant’s telephone number, including area code)

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

CURRENT REPORT ON FORM 8-K

 

ITEM 5.07                                  Submission of Matters to a Vote of Security Holders

 

On May 5, 2015, ACNB Corporation (the “Company”) held its 2015 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 6,015,650 shares of the Company’s common stock were entitled to vote as of March 10, 2015, the record date for the Annual Meeting. There were 4,332,350 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on seven (7) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.

 

Proposal No. 1 — To Fix the Number of Directors

 

The shareholders voted to fix the number of the Company’s Directors at thirteen (13). The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

4,149,632

 

106,821

 

54,919

 

20,978

 

 

Proposal No. 2 — To Fix the Number of Class 1 Directors

 

The shareholders voted to fix the number of Class 1 Directors at five (5). The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

4,144,046

 

113,487

 

53,839

 

20,978

 

 

Proposal No. 3 — To Fix the Number of Class 2 Directors

 

The shareholders voted to fix the number of Class 2 Directors at four (4). The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

4,122,604

 

134,198

 

54,570

 

20,978

 

 

2



 

Proposal No. 4 — To Fix the Number of Class 3 Directors

 

The shareholders voted to fix the number of Class 3 Directors at four (4). The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

4,115,840

 

136,678

 

58,854

 

20,978

 

 

Proposal No. 5 — To Elect Class 2 Directors

 

The shareholders voted to elect four (4) Class 2 Directors to serve for terms of three (3) years and until their successors are elected and qualified. The results of the vote were as follows:

 

Name

 

For

 

Withheld

 

Broker Non-
Votes

 

Richard L. Alloway II

 

2,862,317

 

173,362

 

1,296,671

 

Donna M. Newell

 

2,879,766

 

155,913

 

1,296,671

 

David L. Sites

 

2,858,270

 

177,409

 

1,296,671

 

Alan J. Stock

 

2,900,728

 

134,951

 

1,296,671

 

 

Proposal No. 6 — To Conduct a Non-Binding Vote on Executive Compensation

 

The shareholders voted to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers. The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

2,669,956

 

242,624

 

123,099

 

1,296,671

 

 

Proposal No. 7 — To Ratify the Selection of the Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2015

 

The shareholders voted to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

4,195,293

 

42,957

 

94,100

 

-0-

 

 

3



 

ITEM 7.01                                  Regulation FD Disclosure

 

On May 5, 2015, Thomas A. Ritter, President & Chief Executive Officer of the Registrant, as well as other members of management, gave a presentation at the 2015 Annual Meeting of Shareholders. A copy of the presentation slides is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

ITEM 9.01                                  Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number

 

Description

 

 

 

99.1

 

2015 Annual Meeting Presentation Slides.

99.2

 

Press Release dated May 7, 2015.

 

4



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

ACNB CORPORATION

 

(Registrant)

 

 

 

 

Dated: May 7, 2015

/s/ Lynda L. Glass

 

Lynda L. Glass

 

Executive Vice President,

 

Secretary & Chief Governance Officer

 

5



 

EXHIBIT INDEX

 

EXHIBIT NO.

 

 

 

 

 

99.1

 

2015 Annual Meeting Presentation Slides.

99.2

 

Press Release dated May 7, 2015.

 

6