Form 8-K - Current report

FARMERS NATIONAL BANC CORP /OH/ false 0000709337 0000709337 2023-08-22 2023-08-22

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 22, 2023

 

 

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Ohio		001-35296		34-1371693
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

20 South Broad Street, P.O. Box 555, Canfield, Ohio				44406-0555
(Address of principal executive offices)				(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, No Par Value		FMNB		The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)     On August 22, 2023, the board of directors (the “Board”) of Farmers National Banc Corp. (the “Company”), upon the recommendation of the Corporate Governance and Nominating Committee of the Board, fixed the number of directors of the Company at fourteen (14), thereby increasing the current number of directors by two (2), and appointed Carl D. Culp and Gina A. Richardson to the Board effective September 1, 2023. Mr. Culp was appointed to serve as a Class III director, with a term expiring at the 2025 Annual Meeting of Shareholders, and Ms. Richardson was appointed to serve as a Class II director, with a term expiring at the 2024 Annual Meeting of Shareholders. Mr. Culp, formerly served as Senior Executive Vice President, Secretary and Treasurer of the Company before retiring effective August 15, 2021. Ms. Richardson is an attorney and founder of Gina Richardson LLC, located in Canfield, Ohio. The Board has determined that Ms. Richardson satisfies the independence requirements under the rules of The NASDAQ Stock Market LLC. The Company issued a press release announcing the appointments of Mr. Culp and Ms. Richardson to the Board, a copy of which is attached as Exhibit 99.1 hereto.

As non-employee directors, Mr. Culp and Ms. Richardson will be eligible to receive compensation in the same manner as the Company’s other non-employee directors, including an annual retainer fee payable in cash and restricted stock units on a pro rata basis for 2023, consistent with the descriptions in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 21, 2023, and in the summary of Nonemployee Director Compensation filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2023. The Company will enter into indemnification agreements with Mr. Culp and Ms. Richardson in a manner consistent with the agreements entered into with the Company’s existing directors, the form of which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2011. Mr. Culp has been appointed to serve on the Board Enterprise Risk Management Committee of the Board, and Ms. Richardson has been appointed to serve on the Audit Committee and Corporate Governance and Nominating Committee of the Board, each effective September 1, 2023.

The full text of the Company’s press release announcing the expansion of the Board and the appointments of Mr. Culp and Ms. Richardson is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 7.01

Regulation FD Disclosure.

On August 23, 2023, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the Board of the Company fixed the number of directors of the Company at fourteen (14), thereby increasing the number of directors by two (2), and appointed Carl D. Culp and Gina A. Richardson to the Board effective September 1, 2023, as described in Item 5.02(d) of this Current Report on Form 8-K.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.

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Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit Number		Description
99.1		Press Release dated August 23, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Farmers National Banc Corp.
By:		/s/ Kevin J. Helmick
		Kevin J. Helmick
		President and Chief Executive Officer

Date: August 23, 2023

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

Contact:

Amber Wallace

Executive Vice President, Chief Retail/Marketing Officer

330-720-6441

[e-mail]

 

 

Farmers National Banc Corp. Announces Board Additions

(August 23, 2023) (Canfield, OH) — Farmers National Banc Corp. (NASDAQ: FMNB) (“Farmers”) is welcoming two new members to its Board of Directors, Mr. Carl D. Culp and Ms. Gina A. Richardson, effective September 1, 2023. Both additions will bring a wealth of business experience to Farmers.

Mr. Culp was appointed to serve as a Class III director, with a term expiring at the 2025 Annual Meeting of Shareholders. He spent 32 years at Farmers National Bank and retired in 2021 as the Senior Executive Vice President and Chief Financial Officer. A graduate of Youngstown State University, Mr. Culp is a Boardman native and a member of Canfield Rotary.

Ms. Richardson has been appointed to serve as a Class II director on the Board, with a term expiring in 2024. As founder of Gina Richardson LLC, Ms. Richardson focuses her legal practice on business and commercial matters, real estate, and employee compensation. Based in Canfield, Ms. Richardson is active in the community and has held previous Board positions on Farmers Trust Company, the Youngstown Symphony Society, and the American Red Cross.

Mr. Culp will serve on the Board Enterprise Risk Management Committee of the Board. Ms. Richardson will serve on the Board’s Audit Committee and Corporate Governance and Nominating Committee.

“Carl and Gina are both accomplished professionals in their respective fields and are both familiar with the culture of Farmers. We look forward to benefiting from their talent and experience, adding to the breadth and depth of skills represented on our Board. We are confident their contributions will continue to support our strategic corporate strategies and enhance shareholder value,” said Farmers National Bank President & CEO Kevin J. Helmick.

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ABOUT FARMERS NATIONAL BANC CORP.

Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with over $5.1 billion in banking assets. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 65 banking locations throughout Ohio and Pennsylvania; Farmers Trust Company, which operates five trust offices and offers services in the same geographic markets and Farmers National Insurance, LLC. Total wealth management assets under care at June 30, 2023 were $3.2 billion.

Document and Entity Information	Aug. 22, 2023
Cover [Abstract]
Entity Registrant Name	FARMERS NATIONAL BANC CORP /OH/
Amendment Flag	false
Entity Central Index Key	0000709337
Document Type	8-K
Document Period End Date	Aug. 22, 2023
Entity Incorporation State Country Code	OH
Entity File Number	001-35296
Entity Tax Identification Number	34-1371693
Entity Address, Address Line One	20 South Broad Street
Entity Address, Address Line Two	P.O. Box 555
Entity Address, City or Town	Canfield
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44406-0555
City Area Code	(330)
Local Phone Number	533-3341
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, No Par Value
Trading Symbol	FMNB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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