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Quotes & Info
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| FMNB > SEC Filings for FMNB > Form 8-K on 1-May-2012 | All Recent SEC Filings |
1-May-2012
Submission of Matters to a Vote of Security Holders
On April 26, 2012, Farmers National Banc Corp. (the "Company") held its 2012
Annual Meeting of Shareholders (the "2012 Annual Meeting") for the purposes of:
(i) electing three directors for a term expiring at the 2015 Annual Meeting of
Shareholders; (ii) ratifying the appointment of Crowe Horwath LLP as the
Company's independent registered public accounting firm for the fiscal year
ending December 31, 2012; (iii) approving a non-binding advisory vote regarding
the compensation of the Company's named executive officers as disclosed in its
proxy statement; (iv) adopting a proposal to amend Article XIII of the Company's
Articles of Incorporation, as amended (the "Articles"), to eliminate pre-emptive
rights; (v) adopting and approving the Farmers National Banc Corp. 2012 Equity
Incentive Plan (the "2012 Incentive Plan"); and (vi) approving the adjournment
of the 2012 Annual Meeting, if necessary, to solicit additional proxies, in the
event there are not sufficient votes at the time of the 2012 Annual Meeting to
adopt the proposed amendment to the Articles. As of the close of business on
March 7, 2012, the record date for the 2012 Annual Meeting, 18,780,560 common
shares were outstanding and entitled to vote. At the Annual Meeting, 15,111,977,
or approximately 80.46%, of the outstanding common shares entitled to vote were
represented in person or by proxy.
The results of the voting at the 2012 Annual Meeting are as follows:
1. The three nominees for director were elected to serve a three-year term ending at the 2015 Annual Meeting of Shareholders:
Name Votes For Votes Withheld Broker Non-Votes
Lance J. Ciroli 12,375,102 447,956 2,288,919
Anne Frederick Crawford 11,948,791 874,267 2,288,919
David Z. Paull 12,400,370 422,688 2,288,919
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2. The selection of Crowe Horwath LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012 was ratified:
Votes For Votes Against Abstentions Broker Non-Votes 14,563,349 359,017 189,611 -
3. By the following vote, the shareholders approved an advisory vote on the 2011 compensation paid to the Company's named executive officers:
Votes For Votes Against Abstentions Broker Non-Votes 10,797,712 1,589,177 436,169 2,288,919
4. By the following vote, the shareholders did not approve the proposal to amend Article XIII of the Articles to eliminate pre-emptive rights:
Votes For Votes Against Abstentions Broker Non-Votes 10,811,030 1,791,413 220,615 2,288,919
Votes For Votes Against Abstentions Broker Non-Votes 10,978,616 1,501,089 343,353 2,288,919
6. By the following vote, the shareholders approved the adjournment of the 2012 Annual Meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the 2012 Annual Meeting to adopt the proposed amendment to the Articles:
Votes For Votes Against Abstentions Broker Non-Votes 12,664,627 2,151,347 296,003 -
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