ITEM 4.01 Changes in Registrant's Certifying Accountant
(a) The Audit Committee of the Board of Directors of ACNB Corporation (the
"Corporation") recently conducted a review and selection process to determine
the Corporation's independent registered public accounting firm for the fiscal
year ending December 31, 2022. As a result of this process, on May 20, 2022, the
Audit Committee dismissed RSM US LLP ("RSM") as the Corporation's independent
registered public accounting firm.
The reports of RSM on the Corporation's financial statements as of and for the
years ended December 31, 2020 and 2021, did not contain an adverse opinion or a
disclaimer of an opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the Corporation's two most recent fiscal years and the subsequent interim
period preceding RSM's dismissal, there were: (i) no disagreements with RSM on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of RSM, would have caused it to make reference to the
subject matter of the disagreements in its reports on the consolidated financial
statements for the Corporation; and, (ii) no "reportable events", as such term
is defined in Item 304(a)(1)(v) of Regulation S-K.
The Corporation has provided RSM with a copy of this Form 8-K prior to its
filing with the U.S. Securities and Exchange Commission ("SEC") and has
requested RSM to furnish to the Corporation a letter addressed to the SEC
stating whether or not it agrees with the statements made in this Item 4.01. A
copy of RSM's letter dated May 24, 2022, is attached as Exhibit 16.1 to this
Form 8-K.
(b) On May 20, 2022, the Audit Committee of the Corporation's Board of
Directors engaged Crowe LLP ("Crowe") as the Corporation's independent
registered public accounting firm for and with respect to the year ending
December 31, 2022.
During the Corporation's two most recently completed fiscal years and through
the date of the Corporation's appointment of Crowe, the Corporation did not
consult with Crowe regarding: (i) the application of accounting principles to a
specific completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Corporation's consolidated financial statements,
and no written or oral advice was provided by Crowe that was an important factor
considered by the Corporation in reaching a decision as to accounting, auditing,
or financial reporting issues; or, (ii) any matter that was either the subject
of a disagreement or event, as set forth in Item 304(a)(1)(iv) or Item
304(a)(1)(v) of Regulation S-K.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
Number
16.1 Letter regarding Change in Certifying Accountant - Letter from
RSM US LLP to the Securities and Exchange Commission dated May 24,
2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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