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): April 19, 2018

 

 

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   44406-05555
(Address of principal executive offices)   (Zip Code)

(330) 533-3341

(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))

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. ☐

 

 

 

Item 2.02 Results of Operations and Financial Condition.

On April 20, 2018, Farmers National Banc Corp. (the “Company”) first mailed a letter to shareholders in connection with the release of its first quarter financial results, a copy of which is attached as Exhibit 99.1 hereto.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 2.02 and Exhibit 99.1 is being furnished under Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Furthermore, the information in this Item 2.02 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 19, 2018, the Company held its 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment to Article IV of the Company’s Articles of Incorporation, as amended (the “Articles”), to increase the Company’s authorized common shares from 35,000,000 shares to 50,000,000 shares (the “Common Shares Amendment”). The Common Shares Amendment will be effective upon filing with the Secretary of State of the State of Ohio.

A copy of the Common Shares Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

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

On April 19, 2018, the Company held the 2018 Annual Meeting for the purposes of: (i) electing four Class II directors whose terms will expire at the Annual Meeting in 2021; (ii) adopting a proposal to approve the Common Shares Amendment; (iii) considering a non-binding advisory vote on executive compensation; (iv) ratifying the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; (v) considering the adjournment of the Annual Meeting, if necessary, in order to solicit additional proxies to adopt the Common Shares Amendment. As of the close of business on March 5, 2018, the record date for the 2018 Annual Meeting, 27,640,922 common shares were outstanding and entitled to vote. At the Annual Meeting, 23,370,812, or approximately 84.55 %, of the outstanding common shares entitled to vote were represented in person or by proxy, including 5,404,000 broker non-votes. The results of the voting at the 2018 Annual Meeting are as follows:

Proposal 1: The Company’s shareholders elected the following nominees for director to serve a three-year term ending at the 2021 Annual Meeting of Shareholders:

Nominee

   Number of Votes  
     For      Withheld      Broker Non-Votes  

Lance J. Ciroli

     17,560,054        406,758        5,404,000  

Anne Frederick Crawford

     17,492,832        473,979        5,404,000  

David Z. Paull

     17,599,082        367,729        5,404,000  

James R. Smail

     17,393,565        573,246        5,404,000  

Proposal 2: The Company’s shareholders approved the Common Shares Amendment:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

21,731,092   1,426,634   213,084   0

Proposal 3: The Company’s shareholders approved an advisory vote on the 2017 compensation paid to the Company’s named executive officers, with 88.45% of shares voted being cast in favor of the proposal:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

15,891,168   1,525,670   549,972   5,404,000

Proposal 4: The Company’s shareholders ratified the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

22,994,960   211,849   164,002   0

Proposal 5: The Company’s shareholders approved the adjournment of the 2018 Annual Meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the 2018 Annual Meeting to adopt the Common Shares Amendment:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

20,121,283   3,033,578   215,950   0

 

Item 7.01 Regulation FD Disclosure.

On April 20, 2018, the Company first mailed a letter to shareholders regarding its first quarter results, a copy of which is attached as Exhibit 99.1 hereto.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is being furnished under Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits.

 

Exhibit

Number

  

Description

  3.1    Amendment to Articles of Incorporation of Farmers National Banc Corp.
99.1    Letter to Shareholders, dated April 20, 2018.

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: April 20, 2018

Exhibit 3.1

FARMERS NATIONAL BANC CORP.

AMENDMENT TO ARTICLES OF INCORPORATION

Article IV of the Articles of Incorporation of Farmers National Banc Corp. is amended to read in its entirety as follows:

“The aggregate number of common shares which the corporation shall have the authority to issue is Fifty Million (50,000,000) shares, each without par value. The total number of authorized and outstanding common shares may be changed from time to time to reflect economic conditions of the corporation and business opportunities available to the shareholders of the corporation. The authorized and outstanding common shares may be redeemed by the corporation, whether at a regularly or specially called meeting for said purpose or otherwise. Furthermore, the corporation, through its Board of Directors, shall have the power to purchase, hold, sell and transfer the shares of its own capital stock, provided that it does not use its funds or property for the purchase of its own shares of capital stock when such use will cause any impairment of its capital, except where otherwise permitted by law, and provided further that shares of its own capital stock belonging to it are note voted upon directly or indirectly.”

The remainder of the Articles of Incorporation shall remain unchanged.

Exhibit 99.1

 

LOGO

Friday, April 20, 2018

Dear Fellow Shareholders,

There’s no such thing as “obsession with excellence,” but you do need to be somewhat obsessed to become truly excellent at anything.

I sincerely hope my letters to you over the last few years seem familiar, if not repetitive. Your company has enjoyed a great deal of success recently and the management team is not shy about spreading the good word. So, if this latest letter to you seems like more of the same… good. Consistent and growing success is the goal. And, if excellence – not just sporadic “wins” or periodic episodes of improved business—is our shared goal, then Farmers must continue its obsession with excellence. That means rigorously following the strategic plan that produced these excellent first quarter results.

Efficiency Ratio

Throughout all levels of our organization, we have focused on business improvement initiatives aimed at growing interest and noninterest income, while proactively controlling costs. The overall goal of these strategies is to drive efficiencies, improve the customer experience, and increase profitability. In addition, the successful integration of four acquisitions we have made since 2015 has benefited Farmers by driving economies of scale identified in our M & A integration plans.

The lower a bank’s efficiency ratio, the better its operations, as it demonstrates that income is growing faster than expenses. The combination of controlling expenses and growing our diverse sources of income has helped the company drive efficiency throughout our organization. At March 31, 2015, Farmers had an efficiency ratio of 70.71%. As a result of Farmers’ focus on managing the level of noninterest expenses, the efficiency ratio has declined 12.73 percentage points to 57.98% at March 31, 2018, which is our best efficiency ratio in the past 29 quarters.

Continual Dividend Growth

We value our shareholders and appreciate their investment in our Company and thus management continually strives to provide attractive returns on all fronts. I am extremely pleased that over the past 3 years, the Board of Directors has approved four increases in our quarterly cash dividend – including two over the past 12 months. Our current quarterly cash dividend is $0.07 per share which is a 75% increase since December 2016.

The growth in Farmers’ dividend payment has significantly outpaced our peers. To compare, the dividend payment in the broad-based Nasdaq Bank Index has increased 15% over the past 12 months compared to Farmers’ increasing 40%. The growth in our dividend payment reflects the company’s strong financial and performance results, and the Board’s commitment to create value for our shareholders.

Wealth Management 360 Branding

Your bank understands that one of our most valuable assets is our brand. Our marketing and wealth management teams took a deliberate, process-driven approach to understanding our advantages in the marketplace relative to other financial institutions. “Bigger small banking” speaks to the unique strengths of our bank brand.

Non-interest income generated through wealth management has become increasingly important for the banking industry, and there has been notable, consistent growth in income from your company’s own wealth management divisions. Our new “Wealth Management 360” branding of services communicates the comprehensive breadth of our offerings. The new brand showcases the tagline, “Be intentional about your worth” which speaks to the spirit of the small business owners and other higher-net worth individuals and families who are increasingly turning to your Company to protect and grow their assets and legacies.

Below is our new Wealth Management logo. To view our newest television commercial please go to our YouTube channel through the following link: https://www.youtube.com/FarmersNationalBank.

 

LOGO

Complete attention to excellence means improving on what works and dismissing what doesn’t. As Farmers continues our planned growth, and as we encounter challenges that come with change, we will keep our focus on maintaining excellence. When it comes to success, there is no such thing as too much of a good thing. Our management team realizes even more is expected of us in the future and we, along with all Farmers associates, are working to deliver. It is, I believe, our shared obsession.

Very truly yours,

LOGO

Kevin J. Helmick

President & CEO

 

 

20 South Broad Street PO Box 555 Canfield, OH 44406-0555

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Toll Free: 1-888-988-3276 Ph. (330) 533-3341 Fax: (330) 533- 0451 Web Site: www. farmersbankgroup .com