Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) A Special Meeting of Shareholders of
(b) There were 2,735,212 shares of common stock, par value 1.25 per share, of Emclaire ("Common Stock") eligible to be voted at the Special Meeting and there were 1,726,007 shares of Common Stock represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.
The items voted upon at the Special Meeting and the results of the vote on each proposal were as follows:
1. Proposal to adopt and approve the Agreement and Plan of Merger, dated as of
March 23, 2022 , by and among Farmers National Banc Corp.,Emclaire Financial Corp. andFMNB Merger Subsidiary V, LLC . FOR AGAINST ABSTAIN 1,698,587 20,159 7,260
2. Proposal to approve, on a non-binding advisory basis, of the compensation that
may be paid or become payable to Emclaire's named executive officers that is based on or otherwise related to the merger. FOR AGAINST ABSTAIN 1,599,712 94,090 32,204
The proposals to adopt the Agreement and Plan of Merger and to approve the compensation payable to Emclaire's named executive officers based on or related to the merger were adopted by the shareholders of Emclaire at the Special Meeting.
Emclaire also solicited approval of a proposal to adjourn or postpone the Special Meeting, if necessary, to solicit additional proxies in the event that there were not sufficient votes at the time of the Special Meeting to approve the Agreement and Plan of Merger. However, since sufficient votes were received to approve the Agreement and Plan of Merger, the proposal to adjourn or postpone the Special Meeting was not voted upon at the meeting.
(c) Not applicable.
Item 8.01 Other Events
On
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Item 9.01 Financial Statements and Exhibits
(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits
The following exhibits are included herewith.
Number Description 99.1 Joint Press Release of Farmers National Banc Corp. andEmclaire Financial Corp. , datedJuly 20, 2022 , regarding the results of the Special Meeting of Shareholders to adopt the Agreement and Plan of Merger by and between Farmers National Banc Corp.,Emclaire Financial Corp. andFMNB Merger Subsidiary V, LLC . 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) 3
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