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8-K - FORM 8-K - FARMERS NATIONAL BANC CORP /OH/ | l39987e8vk.htm |
Exhibit 99.1
Contact: Amber Wallace
Senior Vice President, Marketing
330-720-6441- mobile
330-702-8427- office
Senior Vice President, Marketing
330-720-6441- mobile
330-702-8427- office
Farmers National Banc Corp. Cancels Special Meeting and Intends to Simplify
Shareholder Proposals
Shareholder Proposals
June 14, 2010, Canfield, Ohio. Farmers National Banc Corp. (OTCBB:FMNB) (the Corporation)
announced today that it has cancelled the Special Meeting of Shareholders scheduled for June 17,
2010 and has ceased soliciting proxies pursuant to its definitive proxy statement (filed with the
Securities and Exchange Commission on May 12, 2010) to vote on proposed amendments to the
Corporations Articles of Incorporation and Code of Regulations, and to approve and adopt the 2010
Replacement Equity Plan. The proxy statement included seven separate shareholder proposals.
Members of management have been responding to a significant number of questions from shareholders
regarding the proposed amendments.
It has become clear from our dialogue with our shareholders that the sheer number of proposals has
created quite a bit of confusion, said Frank Paden, President of the Corporation. Paden added that
although the proposals have received substantial support, we think that this confusion has
resulted in many shareholders opting not to vote at all on key proposals.
Because the charter amendments unanimously recommended by the board require approval by 2/3rds of
the outstanding shares, the Corporation has determined that the low voter response that it is
experiencing on key issues makes it inadvisable to proceed with the special meeting. In order to
address these concerns, the board has decided to eliminate all but the most critical amendments and
ask shareholders to approve those proposals at a subsequent meeting.
One proposal that the board continues to believe is vital is the elimination of pre-emptive
rights. John Gulas, the Corporations Chief Operating Officer, commented that eliminating
preemptive rights is essential to the Corporations ability to take advantage of opportunities to
raise capital on a timely basis. Farmers National Bank continues to experience tremendous growth
and capital is required to fund that growth. Mr. Gulas added that in a volatile market, we must
be able to move quickly to raise capital when opportunities present themselves, and the need to
comply with preemptive rights hampers our ability to do that.
The board and management are reviewing the current proposals with a view to reducing their number
and complexity. The Corporation intends to soon file and distribute new proxy materials
to the Corporations shareholders and announce the date and time for a new Special Meeting of
Shareholders.
About Farmers National Banc Corp.
The Corporation is the bank holding company for the Farmers National Bank of Canfield, Farmers
National Insurance, LLC and Farmers Trust Company. The Corporation operates 16 banking offices
throughout Mahoning, Trumbull and Columbiana counties and two trust offices located in Youngstown
and Howland. The Corporation offers a wide range of banking and investment services to companies
and individuals, and maintains a website at www.farmersbankgroup.com. For more information,
please contact Amber Wallace at 330-720-6441.
Cautionary Statement
Certain statements in this announcement that relate to the Corporations plans, objectives, or
future performance may be deemed to be forward-looking statements within the Private Securities
Litigation Reform Act of 1995. Such statements are based on managements current expectations.
Actual strategies and results in future periods may differ materially from those currently expected
because of various risks and uncertainties. Forward-looking statements speak only as of the date
they are made, and we do not undertake to update them to reflect changes.
Among the important factors that could cause actual results to differ materially are interest
rates, changes in the mix of the companys business, competitive pressures, general economic
conditions and the risk factors detailed in the companys other periodic reports and registration
statements filed with the Securities and Exchange Commission.
Additional Information
The Corporation will file a proxy statement in connection with its anticipated Special Meeting of
Shareholders. The Corporations shareholders are strongly advised to read the proxy statement and
the accompanying proxy card when they become available, as they will contain important information.
Shareholders will be able to obtain such proxy statement, any amendments or supplements to the
proxy statement and other documents filed by the Corporation with the Securities and Exchange
Commission for free at the website maintained by the Securities and Exchange Commission at
www.sec.gov. The proxy statement and any amendments and supplements to the proxy statement
also will be available for free at the Corporations website at
http://www.fnbcanfield.com/privacy/SpecialProxy.html, or by writing to Farmers National
Banc Corp., 20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406. In addition, copies of the
proxy materials may be requested by contacting the Corporations proxy solicitor, Morrow and Co.,
LLC, toll-free at 1-800-607-0888.
Participants In Solicitation
The Corporation and its respective directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the anticipated Special Meeting of
Shareholders. Information concerning the Corporations participants is set forth in the proxy
statement, dated March 16, 2010, for the Corporations 2010 Annual Meeting of Shareholders, as
filed with the Securities and Exchange Commission on Schedule 14A.
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