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): May 5, 2020

 

ENB Financial Corp

(Exact name of Registrant as specified in its charter)

 

Pennsylvania   000-53297   51-0661129

(State or other

jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

  

31 E. Main St., Ephrata, PA   17522-0457__
(Address of principal executive offices)   (Zip Code)

 

(717) 733-4181

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

☐ 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))

 

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. ☐

 

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
None. N/A N/A

 

 

ENB FINANCIAL CORP

CURRENT REPORT ON FORM 8-K

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On May 5, 2020, ENB Financial Corp (the "Company") held its 2020 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 5,611,832 shares of the Company's common stock were entitled to vote as of March 6, 2020, the record date for the Annual Meeting. There were 4,792,131 shares present in person or by proxy at the Annual Meeting, at which time the shareholders were asked to vote on two (2) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results on such proposals.

 

Proposal No. 1 – Election of Class C Directors

 

The shareholders voted to elect three (3) Class A directors to serve for a term of three (3) years and until their successors are elected and qualified. The results of the vote were as follows:

 

 

Name

 

For

 

Withheld

Broker

Non-Votes

 

Susan Y. Nicholas

 

4,041,138

 

42,772

 

708,221

 

Mark C. Wagner

 

 

3,912,551

 

171,359

 

708,221

 

Joshua E. Hoffman 3,878,380 205,530

708,221

 

 

 

     

Proposal No. 2 - Ratify S.R. Snodgrass, P.C. as public accounting firm for year ending December 31, 2020:

 

The shareholders voted to ratify S.R Snodgrass, P.C. as the public accounting firm for the year ending December 31, 2020. The results of the vote were as follows:

 

For Against Abstain
     
4,751,878 1,500 38,753

 

 

Item 7.01 Regulation FD Disclosure

 

On May 5, 2020, Jeffrey S. Stauffer, Chief Executive Officer and President of the Registrant, as well as other members of management, gave a presentation at the Annual Meeting. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

2 

 

ENB FINANCIAL CORP

 

 

Exhibit Number Description
   
99.1 Annual Meeting Presentation Slides.

 

 

 

 

3 

 

 

ENB FINANCIAL CORP

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  ENB FINANCIAL CORP
  (Registrant)
   
   
Dated: May 6, 2020 /s/  Scott E. Lied
  Scott E. Lied
  Treasurer
  (Principal Financial Officer)

 

 

4 

 

 

 

 
 

• Welcome • Reading of the Minutes • Certify Voting Activity • Vote on Matters of the Proxy Statement • Discussion of Company Condition – President’s Remarks – Financial Review • Questions & Answers • Voting Results • Adjournment Agenda

 
 

Jeffrey S. Stauffer President and CEO – ENB Financial Corp and Ephrata National Bank Barry W. Harting Vice President and Corporate Secretary – ENB Financial Corp Senior Vice President and Chief Risk Officer – Ephrata National Bank Scott E. Lied Treasurer – ENB Financial Corp Senior Vice President and Chief Financial Officer – Ephrata National Bank Presenters

 
 

Presented by: Barry W. Harting Corporate Secretary - ENB Financial Corp Meeting Certification

 
 

Matters of Proxy 1. Elect three (3) Class C directors to serve a 3 - year term 2. Ratify the selection of S.R. Snodgrass, P.C. 3. Transact other business

 
 

1. Elect three (3) Class C directors to serve a 3 - year term Matters of Proxy Election of Directors – Class C Joshua E. Hoffman Susan Y. Nicholas Mark C. Wagner

 
 

Current Directors Continuing Directors – Class A Aaron L. Groff, Jr. Dr. Brian K. Reed Jeffrey S. Stauffer Continuing Directors – Class B Willis R. Lefever Jay S. Martin Judith A. Weaver

 
 

Presented by: Barry W. Harting Corporate Secretary - ENB Financial Corp Voting Process

 
 

Voting Process Proxy Holders Janice S. Eaby John H. Shuey Judges of Election Paul W. Wenger Roger S. Kline John L. Weber

 
 

Presented by: Jeffrey S. Stauffer President & CEO - ENB Financial Corp President’s Remarks

 
 

Goodbye to Paul Wenger

 
 

Thank you for 52 - years of service Retirement of Aaron L. Groff, Jr.

 
 

To remain an independent community bank of undisputed integrity, serving the communities of Lancaster County and beyond. To offer state - of - the - art financial products and services of high quality and value at an affordable price. To provide unsurpassed personal service, delivered by a highly dedicated professional team. Mission Statement

 
 

To help clients achieve financial success as defined by them by discovering their goals and dreams in order to provide helpful advice. Vision Statement

 
 

A Strategic Path Forward

 
 

A Strategic Path Forward Financial Perspective Financial growth and result Key Financial parameters and performance (ROE, ROCE) Higher Profit Margin Improved Cash Flow Lower Bad Loans and Lower Debt Net Interest Margin Reduced Overhead Expense Proper Revenue Mix Learning and Growth Develop Critical Skills and Knowledge Proper Knowledge Management Provide Strategic Information to All Align Personal Goals with Company Goals Employee Growth and Turnover Employee Satisfaction and Retention Customers Increase Customer Satisfaction Increase Customer Loyalty Retention of Key Customers Sales Revenue Per Customer Competitive Pricing and Product Offering High Quality Service Customer Preference Compared to Competitors Internal Business Processes Cross - sell Products Improve Operational Efficiency and Minimize Problems Proper Customer Relationship Management Higher Success Rate in Converting Business Opportunities Fast Business Decisions and Approvals Proper Work Culture and Higher Employee Confidence Balanced Scorecard

 
 

A Strategic Path Forward Attracting the Next Generation of Customers

 
 

New Markets & Opportunities Mortgage Lending Area Expansion

 
 

New Markets & Opportunities ENB Money Management Group Acquired Additional Trust Assets

 
 

Maintaining Customer Safety

 
 

Commitment to Customer Service

 
 

Making a Difference

 
 

Employee Engagement

 
 

COVID - 19 Response

 
 

Presented by: Scott E. Lied Treasurer - ENB Financial Corp Financial Results

 
 

Unaudited Financial Information Some of the following slides do present financial information that is unaudited. Therefore, this information is subject to adjustments that could be necessary upon completion of the annual audit. Forward Looking Statements Some of the material and/or language used in this presentation would be considered as a forward looking statement. Management is not obligated to update these forward looking statements. Disclosures

 
 

Net Income 0 2,000 4,000 6,000 8,000 10,000 12,000 2015 2016 2017 2018 2019 6,910 7,553 6,344 9,749 11,395 Dollars in Thousands

 
 

Significant Items Dollars in Thousands 2019 $ 2018 $ Incr./ Decr . $ Incr./ Decr . % Net Interest Income 36,618 33,124 3,494 10.5 Provision for Loan Loss 770 660 110 16.7 Other Income 10,076 9,690 386 4.0 Bank Owned Life Ins. 731 1,638 (907) - 55.4 Security Gains/(Losses) 499 (291) 790 NA Operating Expense 33,633 32,446 1,187 3.7 Pre Tax Income 13,521 11,055 2,466 22.3

 
 

2019 Balance Sheet Growth Total Assets up $73.9 million + 6.7% Total Loans up $59.5 million + 8.6% Total Deposits up $54.4 million + 5.9% Total Capital up $13.9 million +13.5%

 
 

Performance Ratios 2019 % 2018 % 2017 % Return on Average Assets (ROA) 1.01 0.93 0.63 Return on Average Equity (ROE) 10.36 9.94 6.46 Net Interest Margin 3.53 3.46 3.46 Efficiency Ratio 69.82 71.58 73.23

 
 

Per Share Data 2019 2018 2017 Earnings Per Share $2.010 $1.710 $1.120 Dividends Per Share $0.620 $0.575 $0.560 Dividend Payout Ratio 30.85% 33.63 % 50.22%

 
 

2019 Peer Analysis Measurement ENBP % PA Bank Peer* % Return on Average Assets LTM 1.01 1.01 Core Return on Average Equity 10.36 9.82 Price to Earnings LTM 9.20 9.60 Price to Tangible Book 0.89 0.99 Dividend Yield 3.08 2.73 *Data as of December 31, 2019 from Boenning & Scattergood, Inc., 1 st Qtr. 2020 Mid - Atlantic Regional Bank & Thrift Review consisting of 70 publically traded PA headquartered banks.

 
 

2019 Peer Analysis Measurement ENBP % PA Bank Peer* % Tangible Capital to Assets 10.0 9.7 Tier 1 Ratio 13.4 12.8 Total Capital Ratio 14.5 14.5 Efficiency Ratio (Adjusted) 69.8 64.5 Non - Performing Assets/Total Assets 0.34 0.57 Allowance for Loan Losses 1.25 1.04 *Data as of December 31, 2019 from Boenning & Scattergood, Inc., 1 st Qtr. 2020 Mid - Atlantic Regional Bank & Thrift Review consisting of 70 publically traded PA Banks.

 
 

First Quarter 2020 Results (Unaudited) Earnings: $2.165 million, Down $438,000, or 16.9%. - COVID - 19 Impacts to MSA’s, Provision, and NII - Higher Operating Expenses ROA: 0.74% ROE: 7.42% Net Interest Income: Up $233,000, or 2.6% Net Interest Margin: 3.41% Mortgage Gains: $541,000 vs. $ 349,000

 
 

Presented by: Barry W. Harting Corporate Secretary - ENB Financial Corp Voting Results

 
 

Questions & Answers