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 3, 2011

 

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 3, 2011, ACNB Corporation (the “Company”) held its 2011 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, 2011, the record date for the Annual Meeting. There were 4,436,001 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on eight (8) 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 twelve (12). The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

4,365,584

 

43,497

 

26,920

 

-0-

 

 

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

 

4,347,837

 

51,923

 

36,241

 

-0-

 

 

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

 

4,349,438

 

50,329

 

36,234

 

-0-

 

 

2



 

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

 

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

4,342,600

 

59,018

 

34,383

 

-0-

 

 

Proposal No. 5 — To Elect Class 3 Directors

 

The shareholders voted to elect three (3) Class 3 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

 

Frank Elsner, III

 

3,198,952

 

59,989

 

1,177,060

 

Daniel W. Potts

 

3,197,291

 

61,650

 

1,177,060

 

Thomas A. Ritter

 

3,191,969

 

66,972

 

1,177,060

 

 

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

 

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

2,614,264

 

561,554

 

83,122

 

1,177,061

 

 

Proposal No. 7 — To Conduct a Non-Binding Vote on the Frequency of Non-Binding Shareholder Votes on Executive Compensation

 

The shareholders voted to recommend, on a non-binding basis, whether a non-binding shareholder vote to approve the compensation of the Company’s Named Executive Officers should occur every one, two or three years.  The results of the vote were as follows:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

 

2,813,106

 

217,538

 

122,636

 

105,658

 

1,177,063

 

 

3



 

Proposal No. 8 — To Ratify the Selection of the Independent Auditors for the Fiscal Year Ending December 31, 2011

 

The shareholders voted to ratify the selection of ParenteBeard LLC as ACNB Corporation’s independent auditors for the fiscal year ending December 31, 2011. The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

4,369,725

 

31,920

 

34,356

 

-0-

 

 

4



 

ITEM 7.01             Regulation FD Disclosure

 

On May 3, 2011, Thomas A. Ritter, President & Chief Executive Officer of the Registrant, as well as other members of management, gave a presentation at the 2011 Annual Meeting of Shareholders. A copy of these 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

 

Annual Meeting Presentation Slides.

99.2

 

Press Release dated May 5, 2011.

 

5



 

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 5, 2011

/s/ Lynda L. Glass

 

Lynda L. Glass

 

Executive Vice President & Secretary

 

6



 

EXHIBIT INDEX

 

EXHIBIT NO.

 

99.1                                                                           Annual Meeting Presentation Slides.

99.2                                                                           Press Release dated May 5, 2011.

 

7