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FMNB > SEC Filings for FMNB > Form 8-K on 1-May-2013All 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-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year,


ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On April 25, 2013, Farmers National Banc Corp. (the "Company") held its 2013 Annual Meeting of Shareholders (the "2013 Annual Meeting"). At the Annual Meeting, the Company's shareholders approved an amendment to Article IV of the Company's Articles of Incorporation, as amended (the "Articles"), to increase the Company's authorized common shares from 25,000,000 shares to 35,000,000 shares (the "Common Shares Amendment"). The Common Shares Amendment will be effective upon filing with the Secretary of State of the State of Ohio.

A copy of the Common Shares Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.



ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 25, 2013, Farmers National Banc Corp. (the "Company") held its 2013 Annual Meeting of Shareholders (the "2013 Annual Meeting") for the purposes of:
(i) electing three directors for a term expiring at the 2016 Annual Meeting of Shareholders; (ii) adopting a proposal to amend Article XIII of the Articles to eliminate pre-emptive rights; (iii) adopting a proposal to approve the Common Shares Amendment; (iv) approving a non-binding advisory vote regarding the compensation of the Company's named executive officers as disclosed in its proxy statement; (v) ratifying the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013; and (vi) approving the adjournment of the 2013 Annual Meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the 2013 Annual Meeting to adopt the proposed amendments to the Articles. As of the close of business on March 6, 2013, the record date for the 2013 Annual Meeting, 18,795,048 common shares were outstanding and entitled to vote. At the Annual Meeting, 15,020,833, or approximately 79.91%, of the outstanding common shares entitled to vote were represented in person or by proxy.

The results of the voting at the 2013 Annual Meeting are as follows:

1. The three nominees for director were elected to serve a three-year term ending at the 2016 Annual Meeting of Shareholders:

           Name              Votes For    Votes Withheld   Broker Non-Votes
           Ralph D. Macali   11,728,620      834,843          2,457,370
           Earl R. Scott     11,931,138      632,325          2,457,370
           Gregg Strollo     11,911,063      652,400          2,457,370

2. 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 10,548,880 1,852,992 161,591 2,457,370



3. By the following vote, the shareholders approved the Common Shares Amendment proposal:

Votes For Votes Against Abstentions Broker Non-Votes 13,066,396 1,886,714 67,723 -

4. By the following vote, the shareholders approved an advisory vote on the 2012 compensation paid to the Company's named executive officers:

Votes For Votes Against Abstentions Broker Non-Votes 10,729,129 1,644,747 189,587 2,457,370

5. The selection of Crowe Horwath LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013 was ratified:

Votes For Votes Against Abstentions Broker Non-Votes 14,472,713 335,650 212,470 -

6. By the following vote, the shareholders approved the adjournment of the 2013 Annual Meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the 2013 Annual Meeting to adopt the proposed amendment to the Articles:

Votes For Votes Against Abstentions Broker Non-Votes 12,962,790 1,950,824 107,219 -



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit
Number       Description

3.1          Amendment to Articles of Incorporation of Farmers National Banc Corp.
             (filed herewith)


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