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 1, 2012

 

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 1, 2012, ACNB Corporation (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 5,945,809 shares of the Company’s common stock were entitled to vote as of March 9, 2012, the record date for the Annual Meeting. There were 4,493,356 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on nine (9) 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 fourteen (14). The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

4,385,021

 

77,437

 

14,656

 

16,242

 

 

Proposal No. 2 — To Fix the Number of Class 1 Directors

 

The shareholders voted to fix the number of Class 1 Directors at six (6). The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

4,392,158

 

73,964

 

10,992

 

16,242

 

 

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

 

 

 

 

 

 

 

 

 

4,339,494

 

70,930

 

66,690

 

16,242

 

 

2



 

Proposal No. 4 — To 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

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

4,381,193

 

81,424

 

14,497

 

16,242

 

 

Proposal No. 5 — To Elect Class 1 Director

 

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

 

Name

 

For

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

Jennifer L. Weaver

 

2,997,153

 

57,145

 

1,439,058

 

 

Proposal No. 6 — To Elect Class 2 Directors

 

The shareholders voted to elect four (4) Class 2 Directors to serve for a term 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

 

 

 

 

 

 

 

 

 

Donna M. Newell

 

2,981,215

 

73,083

 

1,439,058

 

 

 

 

 

 

 

 

 

David L. Sites

 

2,869,589

 

184,709

 

1,439,058

 

 

 

 

 

 

 

 

 

Alan J. Stock

 

2,956,204

 

98,094

 

1,439,058

 

 

 

 

 

 

 

 

 

Harry L. Wheeler

 

2,961,313

 

92,985

 

1,439,058

 

 

Proposal No. 7 — To Elect Class 3 Director

 

The shareholders voted to elect one (1) Class 3 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

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

Scott L. Kelley

 

2,973,115

 

81,183

 

1,439,058

 

 

3



 

Proposal No. 8 — 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

 

 

 

 

 

 

 

 

 

2,753,899

 

198,839

 

101,560

 

1,439,058

 

 

Proposal No. 9 — To Ratify the Selection of the Independent Auditors for the Fiscal Year Ending December 31, 2012

 

The shareholders voted to ratify the selection of ParenteBeard LLC as ACNB Corporation’s independent auditors for the fiscal year ending December 31, 2012. The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

4,450,573

 

21,521

 

21,262

 

-0-

 

 

4



 

ITEM 7.01             Regulation FD Disclosure

 

On May 1, 2012, Thomas A. Ritter, President & Chief Executive Officer of the Registrant, as well as other members of management, gave a presentation at the 2012 Annual Meeting of Shareholders. A copy of the presentation 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 3, 2012.

 

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 3, 2012

/s/ Lynda L. Glass

 

Lynda L. Glass

 

Executive Vice President,

 

Secretary & Chief Governance Officer

 

6



 

EXHIBIT INDEX

 

EXHIBIT NO.

 

 

 

 

 

99.1

 

Annual Meeting Presentation Slides.

99.2

 

Press Release dated May 3, 2012.

 

7