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ACNB > SEC Filings for ACNB > Form 8-K on 3-May-2012All Recent SEC Filings

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Form 8-K for ACNB CORP


3-May-2012

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financia


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


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


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-




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.


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