Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Retirement of John H. Kochensparger III

Effective as of April 20, 2021, John Kochensparger III retired from the Board of Directors of LCNB Corp. ("LCNB") and the Board of Directors of LCNB's banking subsidiary, LCNB National Bank.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the shareholders of LCNB Corp. ("LCNB") was held on April 20, 2021. At the meeting, the following items were voted on by the shareholders of LCNB:

1.Electing three Class I directors for a three-year term;

2.Advisory vote approving the compensation of our named executive officers; and

3.Ratifying the appointment of BKD, LLP as the independent registered accounting firm for LCNB for the fiscal year ending December 31, 2021.

The following nominees were elected as Class I directors by the votes indicated below. In addition to the votes reported below, there were 1,964,015 broker non-votes on the proposal for the election of each director.



Director        For        Withheld
Spencer S. Cropper      7,013,077     751,835
Eric J. Meilstrup      6,063,647    1,701,265
Stephen P. Wilson      5,910,403    1,854,509

The outcome of the advisory vote approving the compensation of our named executive officers is indicated below. In addition to the votes reported below, there were 1,964,015 broker non-votes on this proposal.



For       Against     Abstain
6,417,978     296,838    1,050,095

The ratification of the appointment of BKD, LLP as the independent registered accounting firm for LCNB was approved by the votes indicated below. There were no broker non-votes on this proposal.



For       Against     Abstain
9,661,585     4,630     62,711

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