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): April 28, 2011
Farmers National Banc Corp.
(Exact name of registrant as specified in its charter)
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| Ohio
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0-12055
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34-1371693 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 20 South Broad Street, P.O. Box 555, Canfield, Ohio
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44406-05555 |
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| (Address of principal executive offices)
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(Zip Code) |
(330) 533-3341
(Registrant’s telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| ITEM 1.01 |
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On April 28, 2011, Farmers National Banc Corp. (the “Company”) entered into indemnification
agreements (the “Indemnification Agreements”) with each of its directors and executive officers
(each an “Indemnitee”). Under the Indemnification Agreements, the Company has agreed to indemnify
each Indemnitee against expenses actually and reasonably incurred in relation to any claim against
Indemnitee that is the subject of any threatened, pending, or completed action, suit, or other type
of proceeding, whether civil, criminal, administrative, investigative, or otherwise and whether
formal or informal, as to which Indemnitee was, is, or is threatened to be made a party, to the
fullest extent permitted by Ohio law and the Company’s corporate governance documents (subject to
certain exclusions). In addition, the Indemnification Agreements provide that the Company shall
maintain liability insurance for each Indemnitee and shall be required to pay expenses incurred by
Indemnitee related to such indemnified actions, suits or proceedings (subject to certain
exclusions). The foregoing summary of the Indemnification Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of the Company’s
Indemnification Agreements, a form of which is attached as Exhibit 10.1 hereto and incorporated by
reference herein.
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| ITEM 5.07 |
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On April 28, 2011, the Company held its 2011 Annual Meeting of Shareholders (the “2011 Annual
Meeting”) for the purposes of: (i) electing three directors for a term expiring at the 2014 Annual
Meeting of Shareholders; (ii) ratifying the appointment of Crowe Horwath LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2011; (iii)
approving a non-binding advisory vote regarding the compensation of the Company’s named executive
officers as disclosed in its proxy statement; (iv) conducting a non-binding advisory vote
recommending the frequency of conducting an advisory vote on the Company’s executive compensation;
(v) adopting a proposal to amend Article XIII of the Company’s Articles of Incorporation, as
amended (the “Articles”), to eliminate pre-emptive rights; and (vi) adopting a proposal to amend
Article II, Section 6, of the Company’s Amended Code of Regulations (the “Regulations”) to provide
that a quorum for purposes of a shareholder meeting shall consist of not less than one-third of the
Company’s common shares entitled to vote at the meeting. As of the close of business on February
28, 2011, the record date for the 2011 Annual Meeting, 18,646,035 common shares were outstanding
and entitled to vote. At the Annual Meeting, 14,908,854, or approximately 79.96%, of the
outstanding common shares entitled to vote were represented in person or by proxy.
The results of the voting at the 2011 Annual Meeting are as follows:
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The three nominees for director were elected to serve a three-year term ending at the
2014 Annual Meeting of Shareholders: |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Gregory C. Bestic |
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12,798,713 |
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745,444 |
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1,364,697 |
John S. Gulas |
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12,726,116 |
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818,041 |
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1,364,697 |
Ronald V. Wertz |
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12,736,126 |
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808,031 |
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1,364,697 |
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The selection of Crowe Horwath LLP as the Company’s independent registered public
accounting firm for the year ending December 31, 2011 was ratified: |
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| Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
14,379,329 |
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272,558 |
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256,967 |
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| 3. |
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By the following vote, the shareholders approved an advisory vote on the 2010
compensation paid to the Company’s named executive officers: |
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| Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
11,496,187 |
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1,638,355 |
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409,615 |
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1,364,696 |
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Shareholders recommended, on an advisory basis, the frequency for holding future
advisory votes on executive compensation: |
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| 1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Votes |
11,825,349 |
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464,583 |
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891,339 |
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362,886 |
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1,364,697 |
Based on these results, the Company’s Board of Directors has adopted a policy to hold an
annual advisory vote on the Company’s executive compensation program.
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By the following vote, the shareholders did not approve the proposal to amend Article
XIII of the Articles to eliminate pre-emptive rights: |
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| Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
11,523,833 |
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1,845,753 |
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174,571 |
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1,364,697 |
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By the following vote, the shareholders adopted the proposal to amend Article II,
Section 6, of the Regulations to provide that a quorum for purposes of a shareholder
meeting shall consist of not less than one-third of the Company’s common shares entitled to
vote at the meeting: |
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| Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
13,359,707 |
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1,307,570 |
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241,577 |
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0 |
A copy of the press release issued by the Company relative to the 2011 Annual Meeting is
attached hereto as Exhibit 99.1 and incorporated by reference herein.