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FMNB > SEC Filings for FMNB > Form 8-K on 28-Apr-2014All Recent SEC Filings

Show all filings for FARMERS NATIONAL BANC CORP /OH/

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


28-Apr-2014

Submission of Matters to a Vote of Security Holders, Regulation F


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

On April 24, 2014, the Company held its 2014 Annual Meeting of Shareholders (the "2014 Annual Meeting") for the purposes of: (i) electing three directors for a term expiring at the 2017 Annual Meeting of Shareholders; (ii) approving a non-binding advisory vote regarding the compensation of the Company's named executive officers as disclosed in its proxy statement; and (iii) ratifying the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. As of the close of business on March 5, 2014, the record date for the 2014 Annual Meeting, 18,780,980 common shares were outstanding and entitled to vote. At the Annual Meeting, 14,614,471, or approximately 77.81%, of the outstanding common shares entitled to vote were represented in person or by proxy.

The results of the voting at the 2014 Annual Meeting are as follows:

1. The three nominees for director were elected to serve a three-year term ending at the 2017 Annual Meeting of Shareholders:

       Name                 Votes For        Votes Withheld       Broker Non-Votes
       Gregory C. Bestic      9,320,307            1,443,263              3,850,901
       Kevin J. Helmick      10,531,688              231,882              3,850,901
       Terry A. Moore        10,496,846              266,724              3,850,901

2. By the following vote, the shareholders approved an advisory vote on the 2013 compensation paid to the Company's named executive officers, with over 90% of shares voted cast in favor of the "Say on Pay" proposal:

Votes For Votes Against Abstentions Broker Non-Votes 9,692,265 916,546 154,759 3,850,901

3. The selection of Crowe Horwath LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014 was ratified by shareholders:

Votes For Votes Against Abstentions Broker Non-Votes 14,418,693 122,796 72,982 -



ITEM 7.01 REGULATION FD DISCLOSURE.

On April 28, 2014, the Company released an investor presentation intended to be used by Kevin J. Helmick, President and Chief Executive Officer, and Carl D. Culp, Executive Vice President and Chief Financial Officer, of Farmers National Banc Corp. in presentations to investors on April 29, 2014. A copy of the presentation to be used is attached as Exhibit 99.1 hereto and incorporated by reference herein.


The information in this Item 7.01 shall not be deemed filed for purposes of
Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

                Exhibit
                Number    Description

                99.1      Investor Presentation (filed herewith).


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