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FMNB > SEC Filings for FMNB > Form 8-K on 1-May-2012All Recent SEC Filings

Show all filings for FARMERS NATIONAL BANC CORP /OH/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FARMERS NATIONAL BANC CORP /OH/


1-May-2012

Submission of Matters to a Vote of Security Holders


ITEM 5.07 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

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



5. By the following vote, the shareholders adopted and approved the 2012 Incentive Plan:

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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