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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