Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 15, 2021, following the recommendation of the Nominating &
Governance Committee (the "Committee"), the Board of Directors (the "Board") of
LCNB Corp. (the "Company") approved the increase of the size of the Board from
ten to eleven members. Immediately following, on November 15, 2021, the Board
appointed Takeitha W. Lawson, age 42, to fill the new seat on the Board. Ms.
Lawson will serve as a Class II director of LCNB for an initial term ending at
LCNB's 2022 Annual Meeting of Shareholders. On November 15, 2021, the Board of
LCNB National Bank, the banking subsidiary of LCNB, elected Ms. Lawson as a
member of the LCNB National Bank Board of Directors.
The Committee nominated Ms. Lawson after a thorough review of all of the
candidates' backgrounds, relevant experience and professional and personal
reputations. The Committee conducted a formal search for nominees and considered
recommendations from Board members and management of the Company.
In her capacity as a director of both LCNB and LCNB National Bank, Ms. Lawson
will receive compensation on the same basis as the other non-employee directors
receive for their service on the LCNB and LCNB National Bank Boards of Directors
and the respective committees of each. Any appointments of Ms. Lawson to
committees will be determined at a later date.
Ms. Lawson currently serves as a Director at Cincinnati Bell Inc. ("Cincinnati
Bell"), Cincinnati, Ohio. Previously, Ms. Lawson served as the Senior Director
of Investor Relations at Cincinnati Bell, a position she has held since 2017.
Ms. Lawson also served as Director of Billing and Collections from 2014 to 2017.
Cincinnati Bell delivers integration communications solutions to residential and
business customers over its fiber-optic networks including high-speed internet,
video, voice, and data.
Ms. Lawson also serves as a member of the Board of Directors of Women Helping
Women, a position she has held since 2018.
Ms. Lawson is the former Vice President of Finance for the Junior League of
Cincinnati. The Junior League of Cincinnati is an organization of women
committed to promoting voluntarism, developing the potential of women, and
improving communities through the effective action and leadership of trained
volunteers.
LCNB has determined that neither Ms. Lawson nor any of her immediate family
members has had (or proposes to have) a direct or indirect interest in any
transaction in which LCNB or any of LCNB's subsidiaries was (or is proposed to
be) a participant, that would be required to be disclosed under Item 404(a) of
Securities and Exchange Commission Regulation S-K. LCNB has also determined that
Ms. Lawson qualifies as an "Independent Director" as defined in Rule 5605(a)(2)
of The Nasdaq Stock Market's Corporate Governance Requirements."
A copy of the press release announcing Mr. Lawson's election to the LCNB Board
is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 15, 2021, LCNB Corp. announced that the Company's Board of Directors
declared a cash dividend of $0.20 per common share, representing a 5.3% increase
over the same period last year. The common stock cash dividend will have a
record date of December 1, 2021, and is payable to shareholders on December 15,
2021. A copy of the dividend press release (Exhibit 99.2) is attached and
furnished under this Item 7.01.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release Dated November 15 , 2021
99.2 Dividend P ress Release Dated Novemb er 1 5, 2021
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