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ACNB > SEC Filings for ACNB > Form 8-K on 9-May-2013All Recent SEC Filings

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Form 8-K for ACNB CORP


9-May-2013

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 7, 2013, ACNB Corporation (the "Company") held its 2013 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 5,965,362 shares of the Company's common stock were entitled to vote as of March 8, 2013, the record date for the Annual Meeting. There were 4,460,012 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on seven (7) 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 thirteen
(13). The results of the vote were as follows:

For Against Abstain Broker Non-Votes 4,285,224 87,108 59,854 27,826

Proposal No. 2 - To Fix the Number of Class 1 Directors

The shareholders voted to fix the number of Class 1 Directors at five (5). The results of the vote were as follows:

For Against Abstain Broker Non-Votes 4,255,214 116,862 60,110 27,826

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 4,261,666 108,841 61,679 27,826


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 4,261,293 107,109 63,784 27,826

Proposal No. 5 - To Elect Class 1 Directors



The shareholders voted to elect five (5) Class 1 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
James J. Lott         3,072,939     93,597          1,293,476
Robert W. Miller      3,077,212     89,324          1,293,476
J. Emmett Patterson   3,031,274    135,262          1,293,476
Marian B. Schultz     3,041,027    125,509          1,293,476
James E. Williams     3,080,028     86,508          1,293,476

Proposal No. 6 - To Conduct a Non-Binding Vote on Executive Compensation

The shareholders voted to approve, on a non-binding basis, the compensation paid to the Company's Named Executive Officers. The results of the vote were as follows:

For Against Abstain Broker Non-Votes 2,792,867 247,256 126,412 1,293,477

Proposal No. 7 - To Ratify the Selection of the Independent Auditors for the Fiscal Year Ending December 31, 2013

The shareholders voted to ratify the selection of ParenteBeard LLC as ACNB Corporation's independent auditors for the fiscal year ending December 31, 2013. The results of the vote were as follows:

For Against Abstain Broker Non-Votes 4,357,835 34,168 68,009 -0-




ITEM 7.01 Regulation FD Disclosure

On May 7, 2013, Thomas A. Ritter, President & Chief Executive Officer of the Registrant, as well as other members of management, gave a presentation at the 2013 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 9, 2013.


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