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EX-99.1 - EX-99.1 - ACNB CORPa10-9671_1ex99d1.htm
EX-99.2 - EX-99.2 - ACNB CORPa10-9671_1ex99d2.htm

 

 

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

 

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 4, 2010, ACNB Corporation (the “Company”) held its 2010 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 5,928,343 shares of the Company’s common stock were entitled to vote as of March 10, 2010, the record date for the Annual Meeting. There were 4,416,005 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 — Fix the number of Directors

 

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

 

For

 

Against

 

Abstaining

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

4,317,284

 

70,033

 

28,688

 

-0-

 

 

Proposal No. 2 — 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

 

Abstaining

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

4,328,929

 

67,356

 

19,720

 

-0-

 

 

Proposal No. 3 — 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

 

Abstaining

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

4,320,852

 

66,712

 

28,441

 

-0-

 

 

Proposal No. 4 — 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

 

Abstaining

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

4,325,923

 

66,051

 

24,031

 

-0-

 

 

2



 

Proposal No. 5 — Election of Class 1 Directors

 

The shareholders voted to elect five (5) Class 1 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

 

 

 

 

 

 

 

 

 

Ronald L. Hankey

 

3,247,016

 

182,578

 

986,411

 

 

 

 

 

 

 

 

 

James J. Lott

 

3,393,436

 

36,158

 

986,411

 

 

 

 

 

 

 

 

 

Robert W. Miller

 

3,387,510

 

42,084

 

986,411

 

 

 

 

 

 

 

 

 

Marian B. Schultz

 

3,389,220

 

40,374

 

986,411

 

 

 

 

 

 

 

 

 

James E. Williams

 

3,388,900

 

40,694

 

986,411

 

 

Proposal No. 6 — Election of Class 2 Director

 

The shareholders voted to elect one (1) Class 2 Director to serve for a term of two (2) years and until his successor is elected and qualified.  The results of the vote were as follows:

 

Name

 

For

 

Against

 

Abstaining

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

 

 

David L. Sites

 

3,072,092

 

317,119

 

40,383

 

986,411

 

 

Proposal No. 7 — Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2010

 

The shareholders voted to ratify the selection of ParenteBeard LLC as the Company’s independent registered public accounting firm for the fiscal year 2010. The results of the vote were as follows:

 

For

 

Against

 

Abstaining

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

4,348,768

 

21,002

 

46,235

 

-0-

 

 

3



 

Item 7.01                                             Regulation FD Disclosure

 

On May 4, 2010, Thomas A. Ritter, President & Chief Executive Officer of the Registrant, as well as other members of management, gave a presentations at the Annual Meeting. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.

 

Further, at the Annual Meeting, the Company announced that its common stock has received preliminary approval for listing on The Nasdaq Capital Market.  Subject to the final decision to list on The Nasdaq Stock Market, the Company will apply for final approval.

 

ITEM 9.01                                    Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number

 

Description

 

 

 

99.1

 

Annual Meeting Presentation Slides.

99.2

 

Press Release dated May 10, 2010

 

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 10, 2010

/s/ David W. Cathell

 

David W. Cathell

 

Executive Vice President, Treasurer & Chief

 

Financial Officer

 

5



 

EXHIBIT INDEX

 

EXHIBIT NO.

 

 

 

 

 

99.1

 

Annual Meeting Presentation Slides.

99.2

 

Press Release dated May 10, 2010

 

6