ITEM 5.07 Submission of Matters to a Vote of Security Holders

On May 5, 2020, ACNB Corporation (the "Company") held its 2020 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 8,669,906 shares of the Company's common stock were entitled to vote as of March 16, 2020, the record date for the Annual Meeting. There were 6,558,473 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on three (3) 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 Elect Class 3 Directors

The shareholders voted to elect five (5) Class 3 Directors to serve for terms 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

Kimberly S. Chaney 4,553,366 128,264 1,876,843

Frank Elsner, III 4,546,259 135,371 1,876,843

James P. Helt 4,590,947 90,683 1,876,843

Scott L. Kelley 3,585,929 1,095,701 1,876,843

Daniel W. Potts 4,566,802 114,828 1,876,843

Proposal No. 2 - 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

4,159,068 337,348 185,214 1,876,843

Proposal No. 3 - To Ratify the Selection of the Independent Registered Public Accounting Firm

The shareholders voted to ratify the selection of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The results of the vote were as follows:





   For    Against Abstain  Broker
                          Non-Votes

6,386,280 26,741 145,452 -0-

ITEM 7.01 Regulation FD Disclosure

On May 5, 2020, James P. Helt, President & Chief Executive Officer of the Registrant, made a presentation at the 2020 Annual Meeting of Shareholders held in a virtual meeting format. 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     2020 Annual Meeting Presentation Slides.


   99.2     2020 Annual Meeting Press Release dated May 7, 2020.

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