OrrstownFinancial Services, Inc.

 

 

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 4, 2010

 

 

ORRSTOWN FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its new charter)

 

 

 

Pennsylvania   001-34292   23-2530374

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Indent. No.)

 

77 East King Street, P.O. Box 250, Shippensburg, PA   17257
(Address of principal executive office)   (Zip Code)

Registrant’s telephone number, including area code (717) 532-6114

N/A

(Former name or former address, if changes since last report)

 

 

Check the appropriate box below if the Form 8-K 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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

Orrstown Financial Services, Inc. (the “Company”) held its annual meeting of shareholders on May 4, 2010. Each matter voted upon at the meeting and the results of the voting on each such matter are presented below.

Proposal 1 – Election of four Directors to Class B for a term of three years.

 

Director

   Votes For    Votes Withheld    Broker Non-Votes

Mark K. Keller

   4,222,857    261,560    344,634

Thomas R. Quinn, Jr.

   4,198,490    285,927    344,634

Gregory A. Rosenberry

   4,251,376    233,041    344,634

Glenn W. Snoke

   4,322,715    161,702    344,634

Messrs. Keller, Quinn, Rosenberry and Snoke were elected.

Proposal 2 – Ratification of the selection of Smith Elliott Kearns & Company, LLC, as the independent registered public accounting firm for 2010.

 

Votes For    Votes Against    Abstentions    Broker Non-Votes
4,739,369    38,135    -0-    21,637

The selection of Smith Elliott Kearns & Company, LLC was ratified.

Proposal 3 – Shareholder proposal requesting the Board of Directors to change the super majority voting provisions in the Company’s articles of incorporation and bylaws to a majority of the votes cast.

 

Votes For

   Votes Against    Abstentions    Broker Non-Votes
1,442,146    2,845,808    400    442,623

The shareholder proposal was defeated.

 

Item 7.01 Regulation FD Disclosure

The Annual Meeting Script and the Annual Meeting Slide Presentation used and presented at the annual meeting of shareholders on May 4, 2010 are attached hereto as Exhibits 99.1 and 99.2, respectively.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit
Number

  

Description

99.1    Annual Meeting Script.
99.2    Annual Meeting Slide Presentation.

 

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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.

/S/    THOMAS J. QUINN, JR.        

Thomas J. Quinn, Jr.,

President and Chief Executive Officer

Dated: May 4, 2010

 

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EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Annual Meeting Script
99.2    Annual Meeting Slide Presentation

 

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