Farmers National Banc Corp. PRE 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant
o
Check the appropriate box:
þ Preliminary Proxy Statement
o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Farmers National Banc Corp.
(Name of Registrant of Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11:
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3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was
determined): |
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4. Proposed maximum aggregate value of transaction: |
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5. Total fee
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o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number or the Form or Schedule and the date of its filing.
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1. Amount Previously Paid: |
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2. Form, Schedule or Registration Statement No.: |
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FARMERS NATIONAL BANC CORP.
20 SOUTH BROAD STREET
CANFIELD, OHIO 44406
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MARCH 27, 2008
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that pursuant to call of its Board of Directors, the Annual Meeting of
the Shareholders of FARMERS NATIONAL BANC CORP., Canfield, Ohio will be held at Kenneth F. McMahon
Hall at the Mill Creek MetroParks Experimental & Educational Building at 7574 Columbiana-Canfield
Rd., Canfield, Ohio 44406 on Thursday, March 27, 2008 at three-thirty oclock (3:30) P.M., Eastern
Standard Time, for the purpose of considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. The election of two (2) individual directors listed in the
accompanying Proxy Statement for terms expiring in 2011.
2. AMENDMENT TO THE CODE OF REGULATIONS. To amend the Corporations Code of Regulations to
change the date of the annual Meeting of Shareholders as described in the accompanying Proxy
Statement.
3. TO TRANSACT SUCH OTHER BUSINESS as may properly come before the Meeting or any
adjournment thereof.
Shareholders of record at the close of business on February 1, 2008 are the only shareholders
entitled to notice of and to vote at the Annual Shareholders Meeting.
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By Order of the Board of Directors,
Frank L. Paden, President & Secretary
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Canfield, Ohio
March 6, 2008
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU PLAN TO BE
PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE.
FARMERS NATIONAL BANC CORP.
20 SOUTH BROAD STREET
CANFIELD, OHIO 44406
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MARCH 27, 2008
Farmers National Banc Corp., herein referred to as Farmers or the Corporation is
furnishing this Proxy Statement to its shareholders in connection with the solicitation, by order
of the Board of Directors of Farmers, of proxies to be used at the Annual Meeting of Shareholders
to be held on Thursday, March 27, 2008 at 3:30 P.M., Eastern Standard Time, at Kenneth F. McMahon
Hall at the Mill Creek MetroParks Experimental & Educational Building at 7574 Columbiana-Canfield
Rd., Canfield, Ohio 44406, and at any adjournments thereof. The Corporation is a one-bank holding
company of which The Farmers National Bank of Canfield, herein referred to as the Bank is the
wholly owned subsidiary.
The cost for solicitation of proxies will be borne by Farmers. Brokerage firms and other
custodians, nominees and fiduciaries may be requested to forward soliciting material to their
principals and to obtain authorization for the execution of proxies. Farmers will, upon request,
reimburse brokerage firms, and other custodians, nominees and fiduciaries for the execution of
proxies and for their expenses in forwarding proxy material to their principals.
The proxy statement and the form of proxy are being mailed on March 6, 2008 or as soon
thereafter as practicable to all shareholders entitled to vote at the meeting. In addition to use
of mails, proxies may be solicited by officers, directors, and employees of Farmers by personal
interview, telephone or other forms of direct communication.
The 2007 Annual Report, including the required audited financial statements of the Corporation
and related financial information, is enclosed with this proxy statement and form of proxy.
VOTING RIGHTS
Only shareholders of record at the close of business on February 1, 2008 will be entitled to
vote at the meeting. As of February 1, 2008, Farmers had issued and outstanding 13,028,376 shares
of common stock with no par value held by approximately 3,870 holders of record eligible to vote.
Each outstanding share entitles the record holder to one vote. The number of shares present at the
meeting in person or by proxy will constitute a quorum for the transaction of business.
It is important that your stock be represented at the meeting, regardless of the number of
shares you may own. We would appreciate your signing and returning the enclosed proxy. The shares
represented by each proxy, which is properly executed and returned to Farmers, will be voted in
accordance with the instructions indicated in such proxy. If no instructions are indicated, shares
represented by proxy will be voted FOR the election of each of the directors as described herein
under Proposal 1. An abstention or failure to vote on amending the Code of Regulations is equal to
a vote AGAINST Proposal 2. The proxy may be revoked at any time prior to its exercise, by
delivering notice of revocation or a duly executed proxy bearing a later date to the Treasurer of
the Corporation at any time before the proxy is voted. Shareholders who attend the meeting in
person may vote their stock even though they may have sent in a proxy. No officer or employee of
Farmers may be named as a proxy. If you received two or more proxy forms because of a difference
in addresses or registration of shareholdings, each should be executed and returned in order to
assure a complete tabulation of shares.
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The Corporation will appoint two officers to act as inspectors for the purpose of tabulating
the votes cast by proxy. Broker non-votes and abstentions are not treated as votes cast for
purposes of any of the matters to be voted on at the meeting. The directors standing for
re-election shall be elected by a plurality of the votes cast.
The Board of Directors knows of no other business that will be presented for consideration at
the 2007 Annual Meeting other than the matters described in this Proxy Statement. If any other
matters should come before the meeting, the proxy holders will vote upon them in accordance with
their best judgment.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The Board of Directors of the Corporation currently consists of eight (8) directors and
is divided into three (3) Classes. Two (2) directors are in Class I whose terms expire March
2008 and are up for election this year, three (3) directors are in Class II whose terms
expire March 2009, and three (3) directors are in Class III whose terms expire March 2010.
Pursuant to the Code of Regulations, the authorized number of directors has been set at
eight (8). The Board of Directors has nominated the two (2) persons named below to serve as
directors in accordance with the proposal. The class in which each director is designated is
identified below. Each of the nominees is presently a member of the Board of Directors and
has consented to serve another term as director if re-elected. If any of the nominees
should be unavailable to serve for any reason (which is not anticipated), the Board of
Directors may designate a substitute nominee or nominees (in which case the persons named on
the enclosed proxy card will vote all valid proxy cards for the election of such substitute
nominee or nominees), allow the vacancy or vacancies to remain open until a suitable
candidate or candidates are located, or approve a resolution that provides for a lesser
number of directors. It is presently anticipated that each person elected as a director of
the Corporation at the annual meeting will be elected by the Corporation as a director of
the Corporations wholly owned subsidiary, Farmers National Bank of Canfield.
The two (2) Class I nominees proposed for election at this Annual Meeting are Joseph D. Lane
and Ronald V. Wertz.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF THE TWO NOMINEES
NAMED IN THIS PROXY STATEMENT.
PROPOSAL NO. 2:
AMENDMENT TO THE CODE OF REGULATIONS RELATING TO ANNUAL MEETING DATE
In February 2008, the Corporations Board of Directors voted unanimously to recommend
to the Corporations shareholders that Article II, Section 1 of the Corporations Code of
Regulations be amended to change the date of the Corporations Annual Meeting of
Shareholders from the month of March to April, at a date and time that the Board deems
appropriate; commencing in the Year 2009. Although the Board of Directors characterizes the
proposed Amendment to the Code of Regulations as a procedural matter, the Board considers
the Amendment to the Code of Regulations as necessary and desirable for the following
reasons: While the Corporation has complied with the annual meeting date in the past,
preparing and filing the annual proxy statement for the annual meeting in conjunction with
the preparation, compiling and filing of year end financial statements and the year end
audit has required management to allocate a concentrated amount of time to regulatory
compliance matters during January and February of each year. Moving the annual meeting date
to April will allow management to better balance the responsibilities of various regulatory
compliance requirements with the day to day responsibilities of operating the Corporation.
Moving the
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annual meeting date to April will also provide improved flexibility, efficiency and
effectiveness of the Board and management in addressing customary and other year-end
corporate business that have evolved from increased organizational, regulatory and
administrative complexities.
Due to these increased organizational, regulatory and administrative complexities that have
evolved over time and currently affect the Corporation, the Board of Directors believes that
the Corporations management will benefit from the additional time to prepare for the Annual
Meeting of Shareholders.
Should the proposal be adopted by the Corporations shareholders, Article II, Section I of
the Corporations Code of Regulations would be amended to read in its entirety as follows:
Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation, for the purpose of fixing or changing the number of directors of the
corporation, electing directors and transacting such other business as may come
before the meeting, shall be held on a day, to be determined by the Board of
Directors, in the month of April each year.
To approve the proposed Amendment, the affirmative vote of the holders of record of shares
entitling them to exercise a majority of the voting power is required. Your vote on this
proposal is particularly important since an abstention or failure to vote is tantamount to a
vote against the amendments to the Code of Regulations.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE
CODE OF REGULATIONS DESCRIBED IN THIS PROXY STATEMENT.
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INFORMATION WITH RESPECT TO NOMINEES
The following table sets forth, as of the Record Date, the names of the nominees and the
continuing directors, as well as their ages, a brief description of their recent business
experience, including occupations and employment, the year in which each director became a director
of the Corporation and the year in which their terms (or in the case of the nominees, proposed
terms) as directors of the Corporation expire.
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Principal Occupation and Five Year Business |
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Director |
Name |
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Experience |
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Age |
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Since |
Nominees |
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Joseph
D. Lane
Class I Director
Three Year Term Expires
2011
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Attorney and
Principal of Lane &
Rusu Co. L.P.A.
since 1995.
President & CEO of
Lane Funeral Homes,
Inc. since 2002 and
Lane Life Paramedics
Ambulance Services
since 1985.
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55 |
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1999 |
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Ronald V. Wertz
Class I Director
Three Year Term
Expires 2011
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Retired Vice
President, CPCU,
CIC, Risk Management
Consultant with
Acordia Insurance
since 1998.
Previously was
President and Owner
of Boyer Insurance,
Inc. since 1981.
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61 |
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1989 |
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Continuing Directors |
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Benjamin R. Brown
Class II Director
Three Year Term
Expires 2009
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President and Owner
of Castruction
Company,
Incorporated in
1965. The company
designs and
manufactures
pre-cast shapes and
associated products
for the steel
industry.
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62 |
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1991 |
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Anne Frederick Crawford
Class II Director
Three Year Term Expires
2009
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Self-employed/sole
proprietor/Attorney-at-Law since 2007.
Previously was a
partner in the law
firm Brennan,
Frederick, Vouros &
Yarwood, Ltd. Since
1992.
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44 |
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2004 |
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James R. Fisher
Class II Director
Three Year Term Expires
2009
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Certified Public
Accountant (CPA),
currently
owner/director of
Akron Auto Auction,
Inc. since 2000.
Previously was a
Partner with Hill,
Barth and King LLC
since 1965.
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69 |
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2004 |
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Ralph D. Macali
Class III Director
Three Year Term
Expires 2010
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Vice President of
Palmer J. Macali,
Inc., since 1986.
The company operates
a Giant Eagle retail
grocery store. Mr.
Macali is a partner
in P.M.R.P.
Partnership, a real
estate investment
company since 1996
and is a limited
partner in the
Macali Family
Limited Partnership
since 1998.
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51 |
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2001 |
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Frank L. Paden
Class III Director
Three Year Term
Expires 2010
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President & CEO of
Farmers National
Bank since 1996 and
EVP/Sr. Loan Officer
since 1991.
President &
Secretary of Farmers
National Banc Corp.
since 1996.
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56 |
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1992 |
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Earl R. Scott
Class III Director
Three Year Term Expires
2010
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Certified Public
Accountant (CPA),
Shareholder with
local accounting
firm, Reali,
Giampetro & Scott
since 1977.
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62 |
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2003 |
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5
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding beneficial ownership as of December 31,
2007 of the Corporations common shares by (i) each person the Corporation believes beneficially
holds more than 5% of the Corporations outstanding shares of the Corporations common stock; (ii)
each Director; (iii) each named executive officer listed in the Summary Compensation Table under
the section entitled Executive Compensation; and (iv) all executive officers and all directors as
a group. In addition, unless otherwise indicated, all persons named below can be reached at
Farmers National Banc Corp., 20 South Broad Street, Canfield, Ohio 44406.
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Aggregate Number of |
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Shares Beneficially |
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Percent of |
Name |
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Owned (A) |
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Outstanding Shares |
Benjamin R. Brown |
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66,872 |
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0.51% |
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Joseph D. Lane |
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263,836 |
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2.03% |
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Ralph D. Macali |
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100,372 |
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0.77% |
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James R. Fisher |
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4,899 |
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0.04% |
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Frank L. Paden, President and CEO |
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45,851 |
(B) |
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0.35% |
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Earl R. Scott |
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4,950 |
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0.04% |
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Anne Frederick Crawford |
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59,004 |
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0.45% |
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Ronald V. Wertz |
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106,975 |
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0.82% |
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Carl D. Culp, EVP & CFO |
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5,649 |
(C) |
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0.04% |
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Donald F. Lukas, Senior VP |
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3,596 |
(C) |
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0.03% |
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Mark L. Graham, Senior VP |
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5,972 |
(D) |
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0.05% |
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All Directors and Executive Officers as a Group |
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667,976 |
(E) |
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5.13% |
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(A) |
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Information relating to beneficial ownership is based upon information available to
Farmers and uses Beneficial Ownership concepts set forth in the rules of the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended. Under such
rules, Beneficial Ownership includes those shares over which an individual has sole or
shared voting, and/or investment powers such as beneficial interest of a spouse, minor
children, or other relatives living in the home of the named individual, trusts, estates
and certain affiliated companies. |
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Includes 7,500 shares subject to options exercisable within 60 days of the Record Date. |
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Includes 3,000 shares subject to options exercisable within 60 days of the Record Date.
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(D) |
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Includes 2,000 shares subject to options exercisable within 60 days of the Record Date. |
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Includes 45,851 shares held by Frank L. Paden; 5,649 shares held by Carl D. Culp; 3,596
shares held by Donald F. Lukas and 5,972 shares held by Mark L. Graham. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) requires the
Corporations directors and executive officers, and persons who own more than 10% of a registered
class of the Corporations equity securities, to file with the Securities and Exchange Commission
(the SEC) initial reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Corporation. Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish the Corporation with copies of all Section 16(a) forms
they file.
To the Corporations knowledge, based solely on a review of the copies of such reports
furnished to the Corporation and written representations that no other reports were required,
during 2007 all Section 16(a) filing requirements applicable to its officers, directors and greater
than 10% beneficial owners were complied with.
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COMMITTEES OF THE BOARD OF DIRECTORS
During 2007, the Board of Directors of the Corporation held twelve regular monthly meetings
and two special meetings. All directors attended at least 75% of the aggregate number of meetings
of the Board of Directors and the respective committees on which they serve. Members of the Board
of Directors received a monthly retainer of $1,000 for serving on the Board of Directors of the
Corporation. In addition, each director received a $500 fee for each of the committee meetings he
or she attended with the exception of Mr. Paden who does not receive any compensation for committee
meetings. The Board consists of eight members, all of whom except Mr. Paden qualify as
independent directors under the standard of the NASDAQ Stock Market, Inc.
The Board encourages all directors to attend the Annual Meeting of Shareholders, although no
formal policy has been adopted by the Board regarding such attendance. All members of the Board
immediately prior to the Annual Meeting of Shareholders held in March 2007 attended such meeting.
At the directors organizational meeting, held on April 10, 2007, following the last Annual
Shareholders Meeting of the Farmers National Banc Corp., the following committees were appointed by
the President & Secretary:
The Board of Directors has an Audit Committee established in accordance with section
3(a)(58)(A) of the Exchange Act. The Audit Committee consists of Directors Crawford, Fisher, Scott
and Wertz. Each of the members is independent from the Corporation, in accordance with the
requirements of the National Association of Securities Dealers. The Board of Directors has
determined that Messrs. Scott and Fisher qualify as Audit Committee financial experts. The Audit
Committee met four times in 2007. Included in the functions performed by the Audit Committee are
(i) review the internal auditing procedures and controls of the Corporation and its subsidiary;
(ii) review reports prepared by the internal and external auditor; (iii) formally report to the
full Board of Directors its evaluations, conclusions and recommendations with respect to the
Corporations implementation of its policies, practices and controls; (iv) hold discussions with
external auditors regarding the quality of the Corporations financial reporting; (v) recommend to
the Board of Directors that the Corporations financial statements be included in the annual report
in Form 10-K filing; and (vi) review and discuss audited financial statements with the external
auditor and management. The Audit Committee operates under a written charter adopted by the Board
of Directors. A copy of the Audit Committee Charter can be found on the Corporations web site at
www.fnbcanfield.com.
Audit Committee Report: The Corporations Audit Committee has reviewed and discussed with
management the audited financial statements of the Corporation for the year ended December 31,
2007. In addition, the Committee has discussed with Crowe Chizek and Company LLC, the independent
auditing firm for the Corporation, the matters required by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, and Rule 2-07, Communication with Audit
Committees, of Regulation S-X.
The Committee also has received the written disclosures from Crowe Chizek and Company LLC
required by Independence Standards Board Standard No. 1, and have discussed with Crowe Chizek and
Company LLC its independence from the Corporation.
Based on the foregoing discussion and reviews, the Committee has recommended to the
Corporations Board of Directors that the audited financial statements be included in the
Corporations Annual Report on Form 10-K for the year ended December 31, 2007 for filing with the
Securities and Exchange Commission.
The Board of Directors has a Discount Loan Committee consisting of all the directors. The
function of this committee is to review all loans made during the previous periods and to approve
any new loan applications or loan commitments, which are greater than the lending limits of
specific loan officers or the Executive Loan Committee. This committee meets on a regular biweekly
basis with three members of the Banks Executive Loan Committee.
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The Board of Directors has a Building Committee consisting of all the directors. The function
of this committee is to oversee site selection for new offices, remodeling projects and any other
modifications to the Corporations buildings. This committee did not meet in 2007.
The Board of Directors has a Long-Range and Strategic Planning Committee consisting of all the
directors. This committee is responsible for the formulation and implementation of the
Corporations long range Strategic Plan and short term Business Plan. This committee did not meet
in 2007.
The Board of Directors has a Risk Management and Insurance Committee consisting of
Directors Wertz, Brown, Macali and EVP/CFO Culp. The function of this committee is to annually
review all insurance protection and coverage maintained by the Corporation. This committee met
once in 2007.
The Board of Directors has an Executive Compensation and Employees Salary Committee the
(Compensation Committee) consisting of Directors Brown, Macali, Lane, Crawford, Scott, Fisher and
Wertz. Each of the members is independent from the Corporation, in accordance with the
requirements of the National Association of Securities Dealers. During 2007, this Compensation
Committee met once. Duties of this committee include reviewing the performance of and establishing
compensation for the officers of the Corporations subsidiary, Farmers National Bank of Canfield.
The Compensation Committee also administers the Farmers National Banc Corp. 1999 Stock Option Plan.
The Compensation Committee does not have a charter.
The Board of Directors has a Nominating Committee consisting of Directors Brown, Macali, Lane,
Crawford, Scott, Fisher and Wertz. Each of the members is independent from the Corporation, in
accordance with the requirements of the National Association of Securities Dealers. During 2007, the Nominating Committee met once. This committee is responsible
for selecting and recommending to the Board of Directors with respect to: (a) nominees for election
as Directors at the Annual Meeting of shareholders; (b) nominees to fill Board vacancies; and (c)
the composition of membership of the various other standing Board committees. The Nominating
Committee will consider director nominees recommended by shareholders, provided these nominations
are in accordance with the procedures set forth in the Corporations Code of Regulations. The Code
of Regulations requires that nominations made by a shareholder be made in writing to the Secretary
of the Corporation not less than 90 nor more than 120 days prior to the Annual Meeting. The
nomination must include the name, age, address, principal occupation and employment history for at
least five years, the number of shares of the Corporation owned by the nominee and the identity and
ownership of shares of the shareholder making such nomination. The Corporation may also require
other information reasonably required allowing the Nominating Committee to make an informed
decision regarding the qualifications and characteristics of the nominee. In its deliberations for
all candidates, the Nominating Committee considers a candidates personal and professional
integrity as well as knowledge of the banking business, involvement in community, business and
civic affairs. In searching for qualified director candidates to fill vacancies to the Board, the
Nominating Committee solicits potential candidates from members of the Board. If no acceptable
candidates are found from such solicitation, each member of the Board is asked to seek suggested
candidates from their respective trusted personal and business advisors. In this process,
nominations from shareholders will also be considered. With respect to nominating an existing
director for re-election, the Nominating Committee will consider the intentions of the Director to
continue to serve the Corporation, and will consider and review such directors Board and committee
attendance, performance and independence. The Nominating Committee operates under a written
charter adopted by the Board of Directors. A copy of the Nominating Committee Charter can be found
on the Corporations web site at www.fnbcanfield.com.
NOTE: THE ABOVE COMMITTEES ARE COMMITTEES OF THE FARMERS NATIONAL BANK OF CANFIELD (THE
BANK), A WHOLLY OWNED SUBSIDIARY OF FARMERS NATIONAL BANC CORP. CURRENTLY, THE MEMBERS OF
FARMERS BOARD OF DIRECTORS ALSO SERVE AS THE DIRECTORS OF THE BANK, AND ATTEND BOARD MEETINGS FOR
BOTH FARMERS AND THE BANK. ALTHOUGH THESE MEETINGS ARE CONDUCTED SEPARATELY
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ON THE SAME DAY, A MEMBER RECEIVES COMPENSATION (WHICH IS PAID BY FARMERS) FOR ONLY ONE MEETING;
CONSEQUENTLY, MEMBERS ATTENDING A MEETING OF THE BOARDS OF BOTH FARMERS AND THE BANK ON A SINGLE
DAY ARE CREDITED WITH ONE BOARD MEETING FOR ATTENDANCE AND COMPENSATION PURPOSES.
The Corporations Board of Directors provides a process for security holders to send
communications to the Board of Directors, which is as follows: any shareholder wishing to
communicate with the Board of Directors, or an individual member of the Board may do so in writing
by sending such communication to Mr. Frank L. Paden, President at the main office of the
Corporation, 20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406. All communications that
are within the scope of the responsibilities of the Board and its Committees are to be presented to
the Board not later than the next regularly scheduled Board meeting, unless in good faith, such
communication can not be transmitted timely to the members of the Board, then such communication
shall be presented at the next subsequent regularly scheduled Board meeting.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee whose names appear under Executive Compensation and
Employees Salary Committee each served during fiscal year 2007. The Board has determined that each
of the members of the Compensation Committee is independent as defined by the NASDAQ listing
standards. None of these individuals are officers or former officers of the Corporation or the
Bank. No corporate or committee interlocks exist which require disclosure under SEC regulations.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the disclosures
contained in the section entitled Compensation Discussion and Analysis and Report of Compensation
Committee (see below) and, based on such discussion, the Compensation Committee recommended to the
Board that the Compensation Discussion and Analysis and Report of Compensation Committee be
included in this Proxy Statement for the Corporations 2007 Annual Meeting of the Stockholders. No
member has registered a disagreement with this report. Members of the Compensation Committee are:
James R. Fisher, Chairman, Benjamin R. Brown, Ralph D. Macali, Joseph D. Lane, Earl R. Scott, Anne
Frederick Crawford and Ronald V. Wertz.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis and Report of Compensation Committee
This section explains the Corporations executive compensation program as it relates to its
executive officers.
Responsibility. Policy and decision-making relating to compensation of the Corporations
executives rest with the Executive Compensation and Employees Salary Committee of the Board of
Directors, which is made up of all of the independent directors. The Compensation Committee may
not delegate its authority. No officers of the Corporation sit on the Compensation Committee, nor
do any officers have a role in determining executive compensation. The Compensation Committee
reports to the full Board, but its decisions are not subject to full Board approval. No
compensation consultants were used in 2007. The Compensation Committee sets the limits for
compensation increases in the aggregate for all staff, reviews performance of executive officers
and sets their salaries for the coming year. The Compensation Committee also negotiated the terms
of the executive contracts referred to as Employment Contracts of Executives, discussed below. In
addition, the Compensation Committee recommends any incentive or bonus program to the Board.
Objectives. The Compensation Committee oversees an integrated compensation program having
several elements as discussed below. With respect to each element of executive
9
compensation, the Compensation Committee has the objectives of providing the Bank, its staff
and the communities it serves with consistent long-term leadership of the highest quality possible
while protecting the interests of the shareholders.
What the Compensation Program is Designed to Reward. The executive compensation programs are
designed to reward: (1) specific job performance by the individual in question; (2) contribution
to target levels of growth, profitability, stability and capital; and, (3) two additional specific
items of corporate performance in the banking industry: return on equity (ROE) and return on
assets (ROA). Also considered is the executives contribution to the general success of the Bank
and its business plan. Successful bank operations depend upon accomplishment in all areas and
integration with the business communitys direction and success in the Banks market areas.
Executive performance is therefore evaluated using these factors as well. Specific results of each
executives area of responsibility are evaluated and considered. The Compensation Committee
evaluates the President (Principal Executive Officer) on the same basis as other executive officers
with weight being given to the achievement of target levels of growth, capital and return on
equity, and, in addition, specific target goals of the overall strategic plan of the Bank.
Elements of Compensation. The elements of compensation currently used by the Compensation
Committee are: (1) salary, (2) participation in the Stock Option Plan, (3) Deferred Compensation
Agreements, and (4) the Corporations non-discriminatory 401(k) Plan. The Corporation pays each of
these elements because it believes each element contributes to an integrated, balanced, fair, and
competitive compensation program. Such a program is necessary for the Bank to attract and retain
the consistent, long-term leadership that is required for the Bank to succeed. The Compensation
Committee recommends and determines the amounts for each element based upon its straightforward
judgments about the performance of individuals and the long-term interests of the Corporations
shareholders. The Compensation Committees policy for allocating between long-term and currently
paid out compensation is to emphasize a competitive salary structure. There have been no grants of
options under the Stock Option Plan in 2007. Each element of compensation is presented in the
Summary Compensation Table provided below.
Determination of Amounts of Compensation. The Compensation Committee does not engage in any
benchmarking of the Corporations compensation against any other institution; however, it is
aware of the competitive market for banking executives in the Corporations geographic market. The
Corporations compensation program for the elements of salary and stock options must be competitive
in the relevant market, and this is the primary consideration in setting levels of salaries and
grants under the Stock Option Plan. There are no additional Deferred Compensation Agreements or
Employment Contracts of Executives presently contemplated by the Compensation Committee.
Summary Compensation Table. Listed below is the total compensation paid by the Corporations
subsidiary, The Farmers National Bank of Canfield, during the fiscal years indicated to the named
person(s) for their respective services in all capacities, specifically setting forth the direct
compensation to the President & CEO (who is also the Corporations Principal Executive Officer),
the Principal Financial Officer and two other Executive Officers who received cash and cash
equivalent compensation in excess of $100,000. The Compensation Committee has recommended and
approved the compensation set forth below.
10
Summary Compensation Table
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Annual Salary |
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401(k) |
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All Other |
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|
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and Director |
|
Corporation |
|
Compensation |
|
|
Name and Principal Position |
|
Year |
|
Fees (a) |
|
Contribution (b) |
|
(c) |
|
Total |
Frank L. Paden |
|
|
2007 |
|
|
|
227,250 |
|
|
|
9,041 |
|
|
|
9,759 |
|
|
|
246.050 |
|
President & CEO |
|
|
2006 |
|
|
|
227,250 |
|
|
|
9,686 |
|
|
|
9,998 |
|
|
|
246,934 |
|
Principal Executive Officer |
|
|
2005 |
|
|
|
227,250 |
|
|
|
12,757 |
|
|
|
9,091 |
|
|
|
249,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carl D. Culp |
|
|
2007 |
|
|
|
129,328 |
|
|
|
5,424 |
|
|
|
418 |
|
|
|
135,170 |
|
Executive VP & CFO |
|
|
2006 |
|
|
|
128,706 |
|
|
|
5,719 |
|
|
|
252 |
|
|
|
134,677 |
|
Principal Financial Officer |
|
|
2005 |
|
|
|
123,858 |
|
|
|
7,286 |
|
|
|
252 |
|
|
|
131,396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald F. Lukas |
|
|
2007 |
|
|
|
129,328 |
|
|
|
5,424 |
|
|
|
7,373 |
|
|
|
142,125 |
|
Senior Vice President |
|
|
2006 |
|
|
|
128,706 |
|
|
|
5,719 |
|
|
|
6,565 |
|
|
|
140,990 |
|
|
|
|
2005 |
|
|
|
123,858 |
|
|
|
7,286 |
|
|
|
6,288 |
|
|
|
137,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark L. Graham |
|
|
2007 |
|
|
|
103,334 |
|
|
|
4,334 |
|
|
|
745 |
|
|
|
108,413 |
|
Senior Vice President |
|
|
2006 |
|
|
|
102,839 |
|
|
|
4,574 |
|
|
|
684 |
|
|
|
108,097 |
|
|
|
|
2005 |
|
|
|
99,260 |
|
|
|
5,858 |
|
|
|
684 |
|
|
|
105,802 |
|
|
|
|
(a) |
|
The amount of Director Fees included in this annual amount is as follows: Paden ($12,000 for
2007, 2006 and 2005 respectively). |
|
(b) |
|
In May 1996, the Corporation adopted a 401(k) Profit Sharing Retirement Savings Plan. All
employees of the Bank who have completed at least one year of service and meet certain other
eligibility requirements are eligible to participate in the Plan. Under the terms of the
Plan, employees may voluntarily defer a portion of their annual compensation, not to exceed
15%, pursuant to Section 401(k) of the Internal Revenue Code. The Bank matches a percentage
of the participants voluntary contributions up to 6% of gross wages. In addition, at the
discretion of the Board of Directors, the Bank may make an additional profit sharing
contribution to the Plan. The Banks contributions are subject to a vesting schedule and the
Plan meets the requirements of Section 401(a) of the Internal Revenue Code and Department of
Labor Regulations under ERISA. |
|
(c) |
|
Amounts represent cost of group term life insurance and other benefits, and for Messrs. Paden
and Lukas, accrued amounts under each of their respective deferred compensation agreements. |
There were no bonus payments to the named executives for the years shown above, and no stock
options granted; accordingly, salary was the primary compensation.
Deferred Compensation Agreements. In 1991, as a result of certain changes in the Internal
Revenue Code, the Banks former pension plan was amended to reduce significantly the benefits of
several key employees, including those of Mr. Paden and Mr. Lukas. As a result, the Bank has
entered into Deferred Compensation Agreements with two of the executive officers named above, Mr.
Paden and Mr. Lukas. Under the terms of the Deferred Compensation Agreements, upon retirement, Mr.
Paden will receive monthly payments of $930.00 and Mr. Lukas will receive monthly payments of
$815.00, each for a period of two hundred and four (204) consecutive months. In the event that any
payments remain payable to the executive officer at the time of his death, the remaining payments
will be discounted to present value (at the rate of 6% compounded annually) and paid to his
surviving spouse in a lump sum. If there is no surviving spouse, the lump sum payment will be made
to the estate of the deceased executive. Payments will be prorated in the event the employee
retires before the age of 65, and will be increased if he retires after the age of 65. These
Agreements are funded by life insurance policies owned by the Bank, on which the Bank is the
beneficiary and on which the Bank pays the premiums. These Agreements also provide that these
executive officers will be available to perform consulting services for the Bank during the period
they are receiving these payments, and prohibits them from entering into competition with the Bank
during that same period.
EMPLOYMENT CONTRACTS OF EXECUTIVES
The Corporation has entered into employment contracts with Frank L. Paden, Carl D. Culp,
Donald F. Lukas and Mark L. Graham. The Corporation desires to provide for the continued
employment of these executives resulting in continuity of management for the future. Each
executive
11
has entered into an employment contract on or about March 29, 2001. Each employment
contract for each respective executive provides the following terms and conditions of employment:
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Each executive shall have a term of employment commencing on the date of the employment
contract and continuing until that annual meeting which takes place during the third
calendar year following the date of the agreement. At each successive annual meeting after
the date of execution, the term of employment is renewed for an additional three-year
period of time. The agreement shall continue until terminated pursuant to its terms. |
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|
The executive can only be terminated by the Corporation for cause, as that term is
described in the agreement. If terminated, the executive shall be paid his salary for his
remaining term of employment. Such payment shall be made in lump sum. |
|
|
|
|
If a change in control of the Corporation shall occur and the executive leaves the
employment of the Corporation within eighteen (18) months following the change of control,
in addition to the above compensation, the employee shall receive a lump sum payment of
three (3) times his prior years compensation. The compensation which might be paid to
each of the named executives pursuant to a change in control, based upon compensation
received in 2007 is: Frank L. Paden $747,147; Carl D. Culp $405,510; Donald F. Lukas
$426,375; Mark L. Graham $325,239. Upon termination for any reason, each of the executives
shall be subject to a two-year non-compete and non-solicitation agreement, which shall
prevent such individual from working for a competitor of the Corporation or the Bank. |
|
|
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|
If the executive is terminated without cause, or leaves the Corporation within eighteen
(18) months following a change of control, or if the Board fails to elect the executive to
a position of comparable duties and responsibilities then being served by the executive,
all stock options previously granted to the executive shall become immediately exercisable
and vested. |
The Compensation Committee of the Board of Directors approved the terms of the
employment contracts.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following
table sets forth the incentive stock options granted to the Corporations
President & CEO, Executive Vice President and CFO, and other named Executive Officers under the
Farmers National Banc Corp. 1999 Stock Option Plan. The Compensation Committee of the Board of
Directors has approved the grants of incentive stock options described below. No options have been
exercised.
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Number of Securities |
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|
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Underlying Unexercised |
|
|
|
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Options |
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Which are |
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|
|
|
|
|
Exercisable |
|
Exercise Price (2) |
|
|
Name |
|
(1) |
|
Per share |
|
Expiration Date |
Frank L. Paden |
|
|
7,500 |
|
|
$ |
11.00 |
|
|
|
11/09/2009 |
|
Carl D. Culp |
|
|
3,000 |
|
|
$ |
11.00 |
|
|
|
11/09/2009 |
|
Donald F. Lukas |
|
|
3,000 |
|
|
$ |
11.00 |
|
|
|
11/09/2009 |
|
Mark L. Graham |
|
|
2,000 |
|
|
$ |
11.00 |
|
|
|
11/09/2009 |
|
|
|
|
(1) |
|
Options granted in 2001 are incentive stock options, which are exercisable equally over a
five-year vesting period; however, all options become immediately exercisable in the event of
a change in control of the Corporation. These options were granted for a term of eight years,
subject to earlier termination in certain events related to termination of employment. All
options granted have been vested and are exercisable. |
|
(2) |
|
Exercise price is the fair market value on the date of the grant. |
12
DIRECTOR COMPENSATION TABLE
The following table presents information regarding the compensation paid during the fiscal
year 2007 to its Non-Employee Directors. The compensation paid to Mr. Paden, the CEO, for director
services is included in the Summary Compensation Table and the related explanatory tables herein.
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|
|
|
|
|
Fees Earned or Paid in |
|
|
Name of Director |
|
Cash ($)* |
|
Total ($) |
Benjamin R. Brown |
|
|
24,500 |
|
|
|
24,500 |
|
Anne Frederick Crawford |
|
|
27,000 |
|
|
|
27,000 |
|
James R. Fisher |
|
|
26,000 |
|
|
|
26,000 |
|
Joseph D. Lane |
|
|
24,500 |
|
|
|
24,500 |
|
Ralph D. Macali |
|
|
25,500 |
|
|
|
25,500 |
|
Earl R. Scott |
|
|
27,000 |
|
|
|
27,000 |
|
Ronald V. Wertz |
|
|
27,000 |
|
|
|
27,000 |
|
|
|
|
* |
|
Directors received a monthly retainer of $1,000 for serving on the Board of Directors of
the Corporation. In addition, these directors received a $500 fee for each of the committee
meetings attended. |
INDEBTEDNESS OF MANAGEMENT
The Bank has had, and expects to have in the future, banking transactions in the ordinary
course of business with directors, executive officers and their associates on the same terms,
including interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others. Since the beginning of 2007, the largest aggregate extensions
of credit to executive officers, directors and their associates during the year ended December 31,
2007 was $6,336,936 or 8.57% of Equity Capital Accounts. In the opinion of the management of the
Bank, these transactions do not involve more than a normal risk of collection or present any
unfavorable features.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Crowe Chizek and Company LLC (Crowe Chizek) has served as the Corporations independent
public accountant for the fiscal year ending December 31, 2007. They have served in that capacity
since 2003. Crowe Chizek is expected to have a representative present at the Annual Meeting and
will be available to respond to shareholders questions and if it desires, will have an opportunity
to make any statement it considers appropriate.
PRINCIPAL ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees billed to Farmers National Banc Corp. for
the fiscal years ended December 31, 2007 and 2006 by the Corporations principal accounting firm,
Crowe Chizek:
|
|
|
|
|
|
|
|
|
|
|
12/31/07 |
|
12/31/06 |
Audit Fees (1) |
|
$ |
215,000 |
|
|
$ |
215,000 |
|
Audit Related Fees (2) |
|
$ |
11,500 |
|
|
$ |
12,720 |
|
Tax Fees (3) |
|
$ |
14,970 |
|
|
$ |
18,090 |
|
All Other Fees |
|
|
0 |
|
|
|
0 |
|
Total Fees |
|
$ |
242,230 |
|
|
$ |
245,810 |
|
|
|
|
(1) |
|
Includes fees related to the audit of the consolidated financial statements and
internal control over financial reporting of Farmers National Banc Corp., including
quarterly reviews and review of Forms 10-Q and 10-K. |
|
(2) |
|
Includes fees related to the audit of the Corporations 401(K) Plan and
accounting consultations. |
|
(3) |
|
Includes fees for services performed related to the preparation of various
federal, state and local income tax returns and tax planning. |
The Audit Committee has adopted a policy for pre-approving all permissible services performed
by Crowe Chizek. This policy requires the pre-approval of all services that may be provided
by our independent auditors. All of the services provided by Crowe Chizek for the fiscal year
ending
13
December 31, 2007 were subject to this policy and were approved by the Audit Committee under
this policy. The Audit Committee has determined that the fees paid to Crowe Chizek during 2007 are
compatible with maintaining the auditors independence.
SHAREHOLDER PROPOSALS
Any Shareholder proposal intended to be placed in the Proxy Statement for the 2008 Annual
Meeting to be held in March 2009 must be received by the Corporation no later than November 1,
2008. Written proposals should be sent to Carl D. Culp, Executive Vice President and Treasurer,
Farmers National Banc Corp., 20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406. Each
proposal submitted should be accompanied by the name and address of the shareholder submitting the
proposal and the number of shares owned. If the proponent is not a shareholder of record, proof of
beneficial ownership should also be submitted. All proposals must be a proper subject for action
and comply with the proxy rules of the Securities and Exchange Commission. Reference is made to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for information concerning the
content and form of such proposal and the manner in which such proposal must be made.
SHAREHOLDERS SHARING AN ADDRESS
The Corporation has adopted a procedure called housekeeping which is approved by the SEC.
Under this procedure, the Corporation is delivering one copy of this Proxy Statement to multiple
shareholders who share the same mailing address unless the Corporation has received contrary
instructions from an affected shareholder. By adopting this procedure, the Corporation will reduce
its printing costs, mailing costs and fees. Shareholders will continue to receive separate proxy
cards.
The Corporation will promptly deliver without charge a separate copy of the Proxy Statement to
any shareholder at a shared address to which a single copy of the Proxy Statement was delivered
upon receipt of an oral or written request. To receive a separate copy of the Proxy Statement, a
shareholder may write or call the Corporation at:
Investor Relations
Farmers National Bank
20 South Broad Street
PO Box 555
Canfield, Ohio 44406
1-888-988-3276
14
ANNUAL REPORT ON FORM 10-K
A copy of the Corporations 2007 Annual Report on Form 10-K filed with the Securities and
Exchange Commission, will be available without charge to shareholders upon written request to Carl
D. Culp, Executive Vice President and Treasurer, Farmers National Banc Corp., 20 South Broad
Street, P.O. Box 555, Canfield, Ohio 44406.
BY ORDER OF THE BOARD OF DIRECTORS,
FRANK L. PADEN, PRESIDENT & SECRETARY
15
FARMERS NATIONAL BANC CORP.
20 South Broad St., P.O. Box 555, Canfield, Ohio 44406
PROXY FOR ANNUAL MEETING
SOLICITED BY THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENT, that I, the Undersigned Shareholder of Farmers National Banc Corp.
(the Corporation), do hereby nominate and appoint Richard L. Calvin, Edward A. Ort and Robert K.
Hendricks (no officer or employee of the Corporation may be named as proxy) or any one of them
(with full power to act alone), my true and lawful attorney(s) with full power of substitution, for
me and in my name, place and stead to vote all the Common Stock of said Corporation standing in my
name on its books on February 1, 2008, at the Annual Meeting of its Shareholders to be held at
Kenneth F. McMahon Hall at the Mill Creek MetroParks Experimental & Educational Building at 7574
Columbiana-Canfield Rd., Canfield, Ohio 44406 on Thursday, March 27, 2008 at three-thirty oclock
(3:30) P.M., Eastern Standard Time, or any adjournment thereof with all the powers the undersigned
would possess if personally present as follows:
1. PROPOSAL NO. 1: ELECTION OF DIRECTORS: The election of the two (2) persons listed in the Proxy
Statement dated March 6, 2008 accompanying the notice of said meeting. The Corporation proposes
these nominees. Please give your instructions by marking the box of your choosing.
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FOR |
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AGAINST |
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WITHHOLD |
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Joseph D. Lane |
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Ronald V. Wertz |
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2. PROPOSAL NO. 2: AMENDMENT TO THE CODE OF REGULATIONS RELATING TO ANNUAL MEETING DATE. Please
give your instructions by marking the box of your choosing.
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FOR |
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AGAINST |
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WITHHOLD |
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Amendment to Article II, Section I of the
Code of Regulations |
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3. SUCH OTHER BUSINESS as may properly come before the meeting or any adjournment thereof.
IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THIS PROXY CONFERS AUTHORITY TO VOTE AND WILL
BE VOTED FOR EACH PROPOSITION LISTED. If any other business is presented at said meeting, this
Proxy shall be voted in accordance with the recommendations of the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE LISTED PROPOSITIONS. This proxy is
solicited on behalf of the Board of Directors and may be revoked prior to its exercise.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE (whether or not you
plan to attend the meeting in person).
IF YOU DO ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. THE PROXY MAY BE REVOKED AT
ANY TIME PRIOR TO ITS EXERCISE.
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DATED |
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Signature of Shareholder(s) * |
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16
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* |
When signing as attorney, executor, administrator, trustee or guardian, please give full title.
If more than one trustee, all should sign. All joint holders must sign. |
17