UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant  ☒                            

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material Pursuant to §240.14a-12

FARMERS NATIONAL BANC CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

☒	No fee required.

 

☐	Fee paid previously with preliminary materials.

 

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

20 SOUTH BROAD STREET

CANFIELD, OHIO 44406

March 17, 2022

To Our Shareholders:

You are cordially invited to the 2022 Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) to be held on April 21, 2022 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at https://meetnow.global/MPZAGMR, where you will be able to vote electronically and submit questions during the meeting.

During the Annual Meeting, you will be asked to: (i) elect four Class III directors whose terms will expire at the Annual Meeting in 2025; (ii) consider and vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; (iii) ratify the Audit Committee’s appointment of CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and (iv) consider the adoption and approval of the Farmers National Banc Corp. 2022 Equity Incentive Plan.

Your vote on these matters is important, regardless of the number of shares you own, and all shareholders are encouraged to participate in the live webcast of the Annual Meeting. However, it is important that your shares be represented regardless of whether you plan to participate in the live webcast of the Annual Meeting. In order to ensure that your shares are represented, I urge you to execute and return the enclosed proxy, or that you submit your proxy by telephone or Internet promptly.

Sincerely,

 

 

KEVIN J. HELMICK

President and Chief Executive Officer

FARMERS NATIONAL BANC CORP.

20 SOUTH BROAD STREET

CANFIELD, OHIO 44406

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held Thursday, April 21, 2022

The Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) will be held on April 21, 2022 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at https://meetnow.global/MPZAGMR, where you will be able to vote electronically and submit questions during the meeting.

The 2022 Annual Meeting will be held for the following purposes:

 

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to elect four Class III directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2025;

 

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to consider and vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers;

 

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to consider and vote upon a proposal to ratify the appointment of CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

 

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to consider and vote upon a proposal to approve the adoption of the Farmers National Banc Corp. 2022 Equity Incentive Plan; and

 

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to transact such other business as may properly come before the meeting or any adjournments thereof. Farmers’ Board of Directors is not currently aware of any other business to come before the Annual Meeting.

The Board of Directors has fixed the close of business on March 8, 2022 as the record date for the determination of shareholders entitled to notice of, and to vote during, the Annual Meeting. Your Board of Directors recommends that you vote “FOR” the election of each of the director nominees and “FOR” each of the other proposals.

By Order of the Board of Directors,

 

 

TROY ADAIR

Executive Vice President, Chief Financial Officer and Secretary

Canfield, Ohio

March 17, 2022

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Farmers National Banc Corp., an Ohio corporation (“Farmers” or the “Company”), of the accompanying proxy to be voted during the 2022 Annual Meeting of Shareholders (the “Annual Meeting”), and during any adjournment or postponement thereof. The Annual Meeting will be held on April 21, 2022 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at https://meetnow.global/MPZAGMR, where you will be able to vote electronically and submit questions during the meeting. The mailing address of the principal executive offices of Farmers is 20 South Broad Street, Canfield, Ohio 44406; telephone number (330) 533-3341. This proxy statement, together with the related proxy and Farmers’ 2021 Annual Report to Shareholders (the “Annual Report”), are being mailed to the shareholders of the Company on or about March 17, 2022. This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on Thursday, April 21, 2022: This proxy statement, the Form 10-K for the year ended December 31, 2021 and the Annual Report to Shareholders are available at www.edocumentview.com/FMNB.

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

When and Where will the Annual Meeting be Held?

The Annual Meeting will be held on Thursday, April 21, 2022 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at https://meetnow.global/MPZAGMR, where you will be able to vote electronically and submit questions during the meeting. To obtain more information regarding how to participate in the live webcast of the Annual Meeting, please contact Shareholder Relations at (330) 533-5127.

Why did I Receive these Proxy Materials?

You have received these proxy materials because the Board of Directors is soliciting a proxy to vote your shares during the Annual Meeting. This proxy statement contains information that Farmers is required to provide to you under the rules of the Securities and Exchange Commission (the “Commission”) and is intended to assist you in voting your shares.

Who may Vote during the Annual Meeting?

The Board of Directors has set March 8, 2022 as the “record date” for the Annual Meeting. This means that only shareholders of record at the close of business on that date are entitled to notice of, and to vote during, the Annual Meeting or any adjournment(s) or postponement(s) thereof. At the close of business on March 8, 2022, 34,004,914 Common Shares were issued and outstanding. Each Common Share entitles the holder to one vote on each item to be voted upon during the Annual Meeting and there is no cumulative voting.

What is the Difference between Holding Shares as a “Shareholder of Record” and as a “Beneficial Owner”?

If your Farmers’ shares are registered directly in your name, you are considered the “shareholder of record” of those shares. Farmers has sent these proxy materials directly to all “shareholders of record.” Alternatively, if your Farmers’ shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, which is sometimes called “street name,” then you are the “beneficial owner” of those shares, and these proxy materials were forwarded to you by that organization. The organization holding your shares is the shareholder of record for purposes of voting the shares during the Annual Meeting. As the beneficial owner, you have the right to direct that organization how to vote the Common Shares held in your account by following the voting instructions the organization provides to you.

How do I Vote?

Shareholders of record may vote on matters that are properly presented during the Annual Meeting in four ways:

 

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By completing the accompanying proxy and returning it in the envelope provided;

 

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By submitting your vote telephonically;

 

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By submitting your vote electronically via the Internet before the meeting at www.envisionreports.com/FMNB; or

 

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By submitting your vote electronically via the Internet during the meeting at https://meetnow.global/MPZAGMR.

For the Annual Meeting, Farmers is offering shareholders of record the opportunity to vote their Common Shares electronically through the Internet or by telephone by following the procedures described on the enclosed proxy instead of submitting the enclosed proxy by mail. In order to vote via the Internet or by telephone, please have the enclosed proxy in hand, and go to the website listed on the proxy or call the number and follow the instructions. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions, and to confirm that shareholder instructions have been recorded properly. Shareholders voting through the Internet should understand that they may bear certain costs associated with Internet access, such as usage charges from their Internet service providers.

If you hold your Common Shares in street name, you should follow the voting instructions provided to you by the organization that holds your Common Shares. If you plan to participate in the live webcast of the Annual Meeting, you will have the opportunity to vote electronically during the meeting.

If you hold your Common Shares in street name and plan to attend the live webcast of the Annual Meeting, you must register in advance. If your Common Shares are held in the name of your broker, bank or other shareholder of record, you must have a legal proxy from the shareholder of record indicating that you were the beneficial owner of the shares on March 8, 2022 in order to attend and vote during the live webcast of the Annual Meeting. Requests for registration must be sent to our transfer agent, Computershare, via email at legalproxy@computershare.com or by mail at Computershare, Farmers National Banc Corp. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001 and include proof of your legal proxy issued by your broker, bank or other shareholder of record. Requests for registration must be labeled as “Legal Proxy” and must be received by Computershare no later than 5:00 p.m., Eastern Time, on April 18, 2022.

How will My Shares be Voted?

If you vote by mail, through the Internet, or by telephone, your Common Shares will be voted as you direct. If you submit a valid proxy prior to the Annual Meeting, but do not complete the voting instructions, your Common Shares will be voted:

 

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“FOR” the election of the four Class III director nominees listed under “Proposal One — Election of Directors;”

 

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“FOR” the non-binding advisory resolution to approve the compensation of the Company’s named executive officers under “Proposal Two — Advisory Vote on Executive Compensation;”

 

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“FOR” the ratification of the appointment of CliftonLarsonAllen LLP as Farmers’ independent registered public accounting firm for the year ending December 31, 2022 under “Proposal Three — Ratification of Selection of Independent Registered Public Accounting Firm;” and

 

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“FOR” the adoption and approval of the Company’s 2022 Equity Incentive Plan under “Proposal Four — Adoption and Approval of the Farmers National Banc Corp. 2022 Equity Incentive Plan.”

 

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Can Other Matters be Decided during the Annual Meeting?

On the date that this proxy statement was printed, Farmers was not aware of any matters to be raised during the Annual Meeting other than those included in this proxy statement. If you submit a valid proxy and other matters are properly presented for consideration during the Annual Meeting, then the individuals appointed as proxies will have the discretion to vote on those matters for you.

May I Revoke or Change My Vote?

Yes, proxies may be revoked at any time before a vote is taken or the authority granted is otherwise exercised. Revocation may be accomplished by:

 

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executing a later dated proxy with regard to the same Common Shares;

 

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executing a later casted Internet or telephone vote with regard to the same Common Shares;

 

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giving notice in writing to the Secretary at 20 South Broad Street, Canfield, Ohio 44406; or

 

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submitting a later casted vote electronically via the Internet during the live webcast of the Annual Meeting at https://meetnow.global/MPZAGMR.

If your Common Shares are held in street name and you wish to revoke your proxy, you should follow the instructions provided to you by the record holder of your shares. If you wish to revoke your proxy during the live webcast of the Annual Meeting, you must have a legal proxy from the shareholder of record indicating that you were the beneficial owner of the Common Shares on March 8, 2022. Participating in the live webcast of the Annual Meeting will not, by itself, revoke your proxy.

Who Pays the Cost of Proxy Solicitation?

The accompanying proxy is solicited by and on behalf of the Board of Directors, whose notice of meeting is attached to this proxy statement, and the entire cost of such solicitation will be borne by Farmers. In addition to the use of the mail, proxies may be solicited by personal interview, telephone, facsimile and electronic mail by directors, officers and employees of Farmers. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of Common Shares held of record by such persons, and Farmers will reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith.

How Many Common Shares Must be Represented at the Annual Meeting in Order to Constitute a Quorum?

The shareholders present in person (via the live webcast) or by proxy at the Annual Meeting representing not less than one-third of Farmers’ outstanding Common Shares shall constitute a quorum for the Annual Meeting. Consequently, at least 11,334,972 Common Shares must be represented at the Annual Meeting in person (via the live webcast) or by proxy in order to constitute a quorum. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. Street name holders generally cannot vote their Common Shares directly and must instead instruct the broker, bank or other shareholder of record how to vote their Common Shares using the voting

 

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instructions provided by it. If a street name holder does not provide timely instructions, the broker or other nominee may have the authority to vote on some proposals but not others. If a broker or other nominee votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner, this results in a broker non-vote. Broker non-votes on a matter are counted as present for purposes of establishing a quorum for the meeting, but are not considered entitled to vote on that particular matter.

What are the Voting Requirements to Elect the Directors and to Approve the Other Proposals Discussed in this Proxy Statement?

The vote required to approve each of the proposals that are scheduled to be presented during the Annual Meeting is as follows:

 

Proposal		Vote Required
Proposal One — Election of Directors		Election of the four Class III director nominees requires the affirmative vote of the holders of a plurality of the Common Shares present (via the live webcast), represented and entitled to vote during the Annual Meeting. Broker non-votes and proxies marked “WITHHOLD AUTHORITY” will not be counted toward the election of the director or toward the election of an individual nominee and, thus, will have no effect other than that they will be counted for establishing a quorum.
Proposal Two — Advisory Vote on Executive Compensation		The proposal to approve the resolution regarding the compensation of Farmers’ named executive officers requires the affirmative vote of the holders of a majority of the Common Shares present (via the live webcast), represented and entitled to vote during the Annual Meeting. Shareholders may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on Proposal Two. Broker non-votes will not be counted for the purpose of determining whether Proposal Two has been approved. Abstentions will be counted as present and entitled to vote for purposes of Proposal Two and thus will have the same effect as a vote against Proposal Two. As this is an advisory vote, the outcome of the vote is not binding on the Compensation Committee or the Board of Directors with respect to future executive compensation decisions, including those relating to Farmers’ named executive officers or otherwise. However, the Compensation Committee and the Board of Directors expect to take into account the outcome of the vote when considering future executive compensation decisions.

 

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Proposal		Vote Required
Proposal Three — Ratification of Selection of Independent Registered Public Accounting Firm		The proposal to ratify the appointment of Farmers’ independent registered public accounting firm requires the affirmative vote of the holders of a majority of the Common Shares present (via the live webcast), represented and entitled to vote at the Annual Meeting. Shareholders may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on Proposal Three. Abstentions will be counted as present and entitled to vote for purposes of Proposal Three and thus will have the same effect as a vote against Proposal Three.
Proposal Four — Adoption and Approval of the Farmers National Banc Corp. 2022 Equity Incentive Plan		The adoption and approval of the 2022 Equity Incentive Plan requires the affirmative vote of the holders of a majority of the common shares present (via the live webcast), represented and entitled to vote at the Annual Meeting. Shareholders may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on Proposal Four. Broker non-votes will not be counted for the purpose of determining whether Proposal Four has been approved. Abstentions will be counted as present and entitled to vote for purposes of Proposal Four and thus will have the same effect as a vote against Proposal Four.

Under Ohio law, the Articles, and Farmers’ Regulations, the nominees for election as directors who receive the greatest number of votes cast will be elected directors. Each shareholder will be entitled to cast one vote for each Common Share owned, and shareholders may not cumulate votes in the election of directors. Common Shares as to which the authority to vote is withheld are not counted toward the election of directors. However, the Board of Directors has adopted a “Majority Vote Withheld Policy” in the event that “Withhold Authority” has been indicated by a majority of the votes cast with respect to any director in an uncontested election. A summary of this policy is set forth under the caption “CORPORATE GOVERNANCE — Policies of the Board of Directors” beginning on page 11 of this proxy statement.

 

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CORPORATE GOVERNANCE

The Board of Directors — Independence

The Board of Directors is currently comprised of eleven members, four of whom are nominees for re-election during the Annual Meeting. Additional information regarding the director nominees is set forth in “Proposal One — Election of Directors” beginning on page 19 of this proxy statement. The Board of Directors affirmatively determined that each of the directors listed below is an “independent director” under the rules of The NASDAQ Stock Market LLC (“NASDAQ”):

 

Gregory C. Bestic		Frank J. Monaco
Anne Frederick Crawford		Ralph D. Macali
Terry A. Moore		Edward W. Muransky
David Z. Paull		James R. Smail
Neil J. Kaback		Richard B. Thompson

The only director (or director nominee) of Farmers who has been determined by the Board of Directors not to be independent is Kevin J. Helmick, the Company’s President and Chief Executive Officer.

During 2021, certain current directors and executive officers of Farmers, and their associates, were customers of, and had banking transactions with, various subsidiaries of the Company, including Farmers’ subsidiary bank, The Farmers National Bank of Canfield (“Farmers Bank”). All relationships between any director or executive officer and Farmers or any of its subsidiaries were conducted in the ordinary course of business. Farmers encourages its directors and executive officers to maintain these relationships and expects that these transactions will continue in the future. All loans and loan commitments included in such transactions were made and will be made: (i) in the ordinary course of business; (ii) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Farmers; and (iii) without more than the normal risk of collectability or present other unfavorable features. After reviewing the details of these relationships, the Board of Directors has determined that such relationships do not interfere with the exercise of any director’s independent judgment in carrying out his or her responsibilities.

In assessing the independence of directors, the Board of Directors also considers the business relationships between Farmers and its directors or their affiliated businesses other than ordinary banking relationships, if any. Where such business relationships other than ordinary banking relationships exist, the Board of Directors evaluates the scope and nature of each business relationship. There were no such business relationships between Farmers and its directors or the directors’ affiliated companies that were so considered by the Board of Directors in 2021.

Certain Relationships and Related Transactions

Farmers’ Audit Committee is responsible for reviewing and approving, pursuant to the Company’s written policy, all related party transactions that are material to the Company’s consolidated financial statements or otherwise require disclosure under Item 404 of Regulation S-K. Extensions of credit by Farmers or any of its subsidiaries to “insiders” of the Company or its subsidiaries are also regulated by Regulation O adopted under the Federal Reserve Act and the Federal Deposit Insurance Corporation Improvement Act. It is Farmers’

 

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policy that any transactions with persons whom Regulation O defines as “insiders” (i.e., executive officers, directors, principal shareholders and their related interests) are engaged in the same manner as transactions conducted with all members of the public. Transactions are reviewed and approved by the Board of Directors either on a case-by-case basis (such as loans made by Farmers Bank to an insider) or, in the case of an ongoing relationship, at the outset of the relationship with periodic review. All loans outstanding to insiders of Farmers at any time since January 1, 2021: (i) were made in the ordinary course of business; (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company; and (iii) did not involve more than the normal risk of collectability or present other unfavorable features.

Attendance at Meetings

The Board of Directors held 13 meetings during 2021. All incumbent directors attended at least 75% of the total of all meetings of the Board of Directors and any committees thereof on which such director served during the year. In accordance with Farmers’ Corporate Governance Guidelines (the “Corporate Governance Guidelines”), directors are expected to attend all meetings of the Board of Directors, although it is understood that, on occasion, a director may not be able to attend a meeting. Directors are encouraged to participate in the live webcast of the Annual Meeting. All of the current members of the Board of Directors attended virtually the 2021 Annual Meeting held on April 15, 2021, except for Messrs. Kaback, Monaco and Thompson, each of whom were appointed to the Board of Directors after the date of the 2021 Annual Meeting.

Board Leadership Structure and Role in Risk Oversight

During 2021, the Board of Directors appointed James R. Smail as its non-executive Chairman. As Chairman, Mr. Smail presided over meetings of the Board of Directors, consulted and advised the Board of Directors and its committees on the business and affairs of Farmers, and performed other responsibilities as may be assigned by the Board of Directors from time to time. The Board of Directors also appointed David Z. Paull as its non-executive Vice Chairman. As Vice Chairman, Mr. Paull presided over meetings of the Board of Directors in the absence of Mr. Smail, and also consulted and advised the Board of Directors and its committees on the business and affairs of Farmers, and performs other responsibilities as may be assigned by the Board of Directors from time to time. Kevin J. Helmick, as President and Chief Executive Officer, is responsible both for overseeing Farmers’ day-to-day operations and for establishing and leading the execution of the Company’s long-term strategic objectives, subject to the overall direction and supervision of the Board of Directors and its committees. Farmers does not have a formal policy with respect to separation of the offices of Chairman of the Board and Chief Executive Officer, as the Board of Directors believes that flexibility in appointing the Chairman of the Board allows the Board of Directors to make a determination as to such position from time to time and in a manner that it believes is in the best interest of Farmers and its shareholders. The Board of Directors believes that the current structure best serves Farmers because it allows Mr. Helmick to focus on managing the Company’s day-to-day business while allowing an independent director to lead the Board of Directors in its primary role of review and oversight of management. The Board of Directors also believes that its leadership structure has created an environment of open, efficient communication between the Board of Directors and management, enabling the Board of Directors to maintain an active, informed role in risk management by being able to monitor and manage those matters that may present significant risks to Farmers.

 

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The role of the Board of Directors in Farmers’ risk management process includes reviewing regular reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory and strategic risks. The Board of Directors reviews these reports to enable it to understand and assess Farmers’ risk assessment, risk management and risk mitigation strategies. While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of both management and the Board of Directors also have responsibility for risk management. In accordance with the Board Enterprise Risk Management Committee Charter, the Board Enterprise Risk Management Committee assists the Board of Directors in its oversight of management’s implementation and enforcement of Farmers’ policies, procedures and practices relating to: (i) the management of enterprise-wide risk; (ii) compliance with applicable laws and regulations and the maintenance of appropriate regulatory and economic capital and reserve levels; and (iii) the Company’s long-term strategic plans and initiatives. In addition, the Audit Committee assists the Board of Directors in overseeing and monitoring management’s conduct of Farmers’ financial reporting process and system of internal accounting and financial controls. Finally, the Compensation Committee oversees the management of risks relating to executive and non-executive compensation plans and arrangements. While each committee oversees certain risks and the management of such risks, the entire Board is regularly informed of such risks through committee reports.

Committees of the Board of Directors

The Board of Directors conducts its business through meetings of the Board and the following committees: (i) Audit Committee; (ii) Compensation Committee; (iii) Corporate Governance and Nominating Committee; (iv) Board Enterprise Risk Management Committee; and (v) Executive Committee. Each committee other than the Executive Committee meets on a regular basis and each committee reports their deliberations and actions to the full Board of Directors. Each of the committees has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the committee in its work.

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee the accounting and financial reporting process of the Company. The Audit Committee also reviews, evaluates and approves all related party transactions. The Audit Committee members currently are Gregory C. Bestic (Chair), Ralph D. Macali, Edward W. Muransky, Frank J. Monaco and Neil J. Kaback, each of whom also served on the Audit Committee during 2021. The Board of Directors has determined that Mr. Bestic, Mr. Kaback, and Mr. Monaco each qualify as an “audit committee financial expert.” Specifically, the Board of Directors has determined that Mr. Bestic, Mr. Kaback, and Mr. Monaco each have all of the attributes listed in the definition of an “audit committee financial expert” set forth in the Instruction to Item 407(d)(5)(i) of Regulation S-K and in the NASDAQ listing requirements. Mr. Bestic acquired these attributes through education and experience as a certified public accountant and, specifically, as a Principal in Schroedel, Scullin & Bestic, LLC, a certified public accounting and strategic advisory firm located in Canfield, Ohio. Mr. Kaback acquired these attributes through education and experience as a certified public accountant and, specifically, as a Partner at Cohen & Company, in their Youngstown, Ohio office. Mr. Monaco acquired these attributes through education and experience as a certified public accountant and, specifically, as a Partner at the 415 Group, Inc., a certified public accounting, business consulting and IT services firm in Canton, Ohio. All of the Audit Committee members are considered independent for purposes of NASDAQ listing requirements. The Audit Committee operates under a written charter, which is reviewed annually by the Audit Committee and the

 

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Board of Directors to reflect current Commission and NASDAQ rules, requirements and best corporate practices. A copy of the current Audit Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Audit Committee held 7 meetings during 2021.

Compensation Committee

The Compensation Committee establishes policies and levels of reasonable compensation for the executive officers of the Company and generally administers the Company’s incentive compensation programs. The Compensation Committee members currently are David Z. Paull (Chair), Anne Frederick Crawford, Terry A. Moore, James R. Smail and Richard B. Thompson, each of whom also served on the Compensation Committee during 2021. All members of the Compensation Committee are considered independent for purposes of NASDAQ listing requirements. The Compensation Committee operates under a written charter, which is reviewed annually by the Compensation Committee and the Board of Directors to reflect current Commission and NASDAQ rules, requirements and best corporate practices. A copy of the current Compensation Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Compensation Committee held 7 meetings during 2021.

Pursuant to the terms of its charter, the Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. In addition, the Compensation Committee may invite such members of management to its meetings, as it may deem desirable or appropriate, consistent with the maintenance of the confidentiality of compensation discussions. In addition, the Compensation Committee may delegate to the Chief Executive Officer, or another executive designee, the authority to approve salary and other compensation for employees below the executive officer level in accordance with overall pools, policy guidelines and limits approved by the Committee. Pursuant to its charter, the Compensation Committee has the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board of Directors or management. Additional information regarding the Compensation Committee’s role is set forth in the “COMPENSATION DISCUSSION AND ANALYSIS” section of this proxy statement, beginning on page 28.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee’s purpose is to: (i) identify and recommend individuals to the Board of Directors for nomination as members of the Board of Directors and its committees; (ii) promote effective corporate governance, including developing and recommending to the Board of Directors a set of corporate governance principles applicable to the Company; and (iii) lead the Board of Directors in its annual review of the Board’s performance and the performance of each of its committees. The members of the Corporate Governance and Nominating Committee currently are Terry A. Moore (Chair), Gregory C. Bestic, Anne Frederick Crawford, and Ralph D. Macali, each of whom also served on the Corporate Governance and Nominating Committee during 2021. All members of the Corporate Governance and Nominating Committee are independent for purposes of NASDAQ listing requirements. The Board of Directors has adopted a written charter for the Corporate Governance and Nominating Committee and the Corporate Governance Guidelines, both of which are reviewed annually by the Corporate Governance and Nominating Committee and the Board of Directors to reflect current Commission and NASDAQ rules, requirements and best corporate practices. Copies of the Corporate Governance and Nominating Committee Charter and the Corporate Governance Guidelines are available on Farmers’ website at

 

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www.farmersbankgroup.com. The Corporate Governance and Nominating Committee held 6 meetings during 2021.

Board Enterprise Risk Management Committee

The Board Enterprise Risk Management Committee oversees management’s implementation and enforcement of the Company’s policies, procedures and practices relating to the management of enterprise-wide risk. The members of the Board Enterprise Risk Management Committee currently are James R. Smail (Chair), Edward W. Muransky, David Z. Paull, Frank J. Monaco, Neil J. Kaback and Richard B. Thompson, each of whom also served on the Board Enterprise Risk Management Committee during 2021. The Board Enterprise Risk Management Committee operates under a written charter, which is reviewed annually by the Board Enterprise Risk Management Committee and the Board of Directors. A copy of the current Board Enterprise Risk Management Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Board Enterprise Risk Management Committee meets on a regular basis with Mr. Helmick and other executive officers of Farmers. The Board Enterprise Risk Management Committee held 4 meetings during 2021. Additional information regarding the Board Enterprise Risk Management Committee’s role is set forth in the “COMPENSATION DISCUSSION AND ANALYSIS” section of this proxy statement, beginning on page  28.

Executive Committee

The Executive Committee is authorized to act on behalf of the Board of Directors on all corporate actions for which applicable law does not require participation by the full Board. All actions taken by the Executive Committee must be reported at the next meeting of the Board of Directors. The current members of the Executive Committee are David Z. Paull (Chair), James R. Smail, Kevin J. Helmick, and Terry A. Moore, each of whom also served on the Executive Committee during 2021. The Executive Committee operates under a written charter, which is reviewed annually by the Executive Committee and the Board of Directors. A copy of the current Executive Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Executive Committee held 8 meetings in 2021.

Policies of the Board of Directors

Majority Withheld Vote

The Board of Directors recognizes that, pursuant to Section 1701.55(B) of the Ohio Revised Code, director nominees who receive the greatest number of shareholder votes are automatically elected to the Board of Directors, regardless of whether the votes in favor of such nominees constitute a majority of the voting power of Farmers, because our Articles do not include alternative election standards. Nevertheless, the Board of Directors has adopted a policy that, in an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”), should promptly tender his or her resignation to the Chairman of the Board of Directors. Thereafter, the Corporate Governance and Nominating Committee will consider the tendered resignation and recommend to the Board of Directors whether to accept or reject it. In considering whether to recommend to the Board of Directors to accept or reject the tendered resignation, the Corporate Governance and Nominating Committee will consider all information and factors deemed relevant, including, without limitation: (i) the reasons (if any) given by shareholders as to why they withheld their votes, and (ii) the qualifications and performance of the tendering director(s) and his or her contributions to the Board of

 

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Directors and Farmers. The Board of Directors will act on any tendered resignation within 90 days following certification of the shareholder vote. Following the Board of Directors’ determination, Farmers will promptly disclose the Board’s decision whether to accept or reject the director’s resignation offer (and, if applicable, the reasons for rejecting the resignation offer) in a press release and in a Current Report on Form 8-K. Any director who tenders his or her resignation pursuant to this provision shall not participate in the Corporate Governance and Nominating Committee’s consideration or action by the Board of Directors regarding whether to accept the resignation offer. If a majority of the Board of Directors receives a Majority Withheld Vote at the same election, then the independent directors who did not receive a Majority Withheld Vote will consider the resignation offers and whether to accept or reject them.

Director Nominations

The Corporate Governance and Nominating Committee will consider candidates for director, including those recommended by a shareholder who submits the person’s name and qualifications in writing. Although the Corporate Governance and Nominating Committee has not specified minimum qualifications for a recommended candidate, and does not consider shareholder recommended candidates differently from other candidates, the Committee considers the fit of an individual’s skills with those of other directors and potential directors in building a Board that is effective and responsive to the needs of the Company and its shareholders. The following attributes are considered important to such consideration, but all may not necessarily be possessed by any one director candidate:

 

•

personal qualities and characteristics, accomplishments and reputation in the business community, including high personal and professional values, ethics and integrity;

 

•

current knowledge and contacts in the communities in which Farmers does business;

 

•

ability and willingness to commit adequate time to diligently attend to Board of Directors and committee matters;

 

•

ability to think and act independently yet constructively in a mutually respectful environment;

 

•

diversity of viewpoints, background, experience and other demographics; and

 

•

the ability of the nominee to satisfy the independence requirements of NASDAQ.

While the Board of Directors does not have a formal diversity policy, diversity of viewpoints, background, experience and other demographics are criterion on which the Corporate Governance and Nominating Committee bases its evaluation of potential candidates for director positions. When identifying first-time candidates or nominees for director, or in evaluating individuals recommended by shareholders, the Corporate Governance and Nominating Committee will consider diversity, the current composition of the Board of Directors in light of the diverse communities and geographies Farmers serves, and the interplay of the candidate’s or nominee’s experience, education, skills, background, gender, race, ethnicity and other qualities and attributes with those of the other Board members. The inclusion of diversity in the listed criteria reflects the Board of Directors’ belief that diversity is an important component of an effective Board and the Corporate Governance and Nominating Committee evaluates each potential director candidate on their specific skills, expertise and background, as well as traditional diversity concepts.

 

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In addition to recommendations presented by shareholders, the Board of Directors maintains a current list of potential director candidates that fit the characteristics and qualifications of the Corporate Governance and Nominating Committee, which it considers from time to time to fill director vacancies or for director nominations. The Corporate Governance and Nominating Committee makes its recommendation regarding nominations to the Board of Directors, and nominees are selected by the Board of Directors.

Board Diversity Matrix

In 2021, NASDAQ amended its listing rules to require diverse board composition and disclosure of specified diversity metrics, subject to certain exceptions and transition periods. In accordance with NASDAQ rules, the table below provides the composition of our Board of Directors based on voluntary self-identification of gender identity and other demographics. Each of the categories listed in the below table has the meaning as it is used in the NASDAQ rules and related guidance and instructions.

 

Board Diversity Matrix (As of March 17, 2022)

Total Number of Directors

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Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

–

7

–

4

Part II: Demographic Background

African American or Black

–

–

–

–

Alaskan Native or Native American

–

–

–

–

Asian

–

–

–

–

Hispanic or Latinx

–

–

–

–

Native Hawaiian or Pacific Islander

–

–

–

–

White

–

7

–

–

Two or More Races or Ethnicities

–

–

–

–

LGBTQ+

–

Did Not Disclose Demographic Background

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Code of Regulations

Under the Regulations, a shareholder entitled to vote for the election of directors who intends to nominate a director for election must deliver written notice to the Secretary of Farmers no later than 90 days and no earlier than 120 days in advance of such meeting; provided, however, that if less than 90 days’ notice or prior disclosure of the date of the meeting is given or made to shareholders, written notice to the Secretary of the Company must be delivered or mailed not later than the close of business on the seventh day following the date on which notice of such meeting is first given or made to shareholders. The Board of Directors has adopted a policy that annual meetings of shareholders will be held on the third Thursday of April of each year unless and until publicly announced otherwise, consistent with our general past practice and the Regulations. Accordingly, for purposes of the 2023 Annual Meeting intended to be held on April 20, 2023, a nomination of a director for election must be received by Farmers’ Secretary no earlier than December 21, 2022 and not later than January 20, 2023.

 

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Corporate Governance Guidelines

The Corporate Governance Guidelines also formalize certain aspects of Farmers’ shareholder nomination process. Pursuant to the Regulations and/or the Corporate Governance Guidelines, each shareholder notice must include the following information regarding a director candidate:

 

1.

the name, age, business address and residence address of the candidate;

 

2.

the information required of director nominees under Item 401(a), (d), (e), and (f) of Regulation S-K (relating to the nature and existence of certain business, family, and/or legal relationships between the candidate and Farmers, as well as the candidate’s prior business and directorship experience);

 

3.

the number and class of all shares of each class of stock of the Company owned of record and beneficially owned by the candidate, as reported to the nominating shareholder by the candidate;

 

4.

the information required of nominees under Item 404(a) of Regulation S-K (relating to the nature and existence of current or potential related party transactions between the candidate and Farmers);

 

5.

a description of why the candidate meets the director criteria set forth in the Corporate Governance Guidelines;

 

6.

a qualitative description of the specific talents and skills that the candidate would offer in service to the Company;

 

7.

any written or oral agreement or understanding with the nominating shareholder or any other person that relates in any way to Farmers or how the candidate would vote or serve as a director;

 

8.

a completed copy of the Company’s Questionnaire for New Director Candidates;

 

9.

all financial and business relationships of the candidate, or of any organization of which the candidate is an executive officer or principal shareholder or otherwise controls, with Farmers, the nominating shareholder or, to the candidate’s knowledge, any other shareholder of the Company that is acting in concert with the nominating shareholder; and

 

10.

the consent of the candidate to serve as a director of Farmers if so elected.

In addition, the shareholder notice must also include the following information regarding the shareholder making the nomination:

 

a.

the name and address of the shareholder making the nomination;

 

b.

the number and class of all shares of each class of stock of Farmers owned of record and beneficially owned by the shareholder;

 

c.

a representation that the shareholder is a holder of record of Common Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person specified in the notice;

 

d.

a description of any arrangements between the shareholder and the candidate pursuant to which the nominations are to be made;

 

e.

a description of any relationships, including business relationships, between the shareholder and the candidate;

 

f.

whether the shareholder is acting in concert with any person with respect to the Common Shares;

 

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g.

whether the shareholder owns, holds or has the power to vote, individually or in concert with any other person, 5% or more of any class of voting stock of any other organization that competes with the Company;

 

h.

the information required by Item 401(f) of Regulation S-K (relating to the nature and existence of certain legal proceedings involving Farmers and the nominating shareholder) and whether the shareholder has been or is currently subject to any enforcement action or penalty or, to the shareholder’s knowledge, is currently under any investigation that could lead to such an enforcement action or penalty or criminal action;

 

i.

whether the shareholder is acting on behalf of, or at the request of, any other shareholder; and

 

j.

if the shareholder is other than an individual (i) the names of the shareholder’s five most senior executive officers (or persons performing similar roles), (ii) the names and addresses of each person that has a 10% or more voting, ownership or economic interest in the shareholder and the respective amounts of such interests, (iii) the names and addresses of each person that would be deemed to control the shareholder and (iv) the name and address of any advisor to the shareholder that has the principal responsibility for its investment or voting decisions.

In the case of any investment fund or similar organization that is a nominating shareholder, these shareholder disclosure obligations shall also apply to the principal advisor to the fund. Also, if the shareholder is other than an individual, these disclosure requirements apply to the shareholder’s principal shareholders, executive officers and other controlling parties.

During the course of any candidate’s consideration, the Corporate Governance and Nominating Committee may request additional information through written director questionnaires and further communications to assess whether the candidate satisfies, in the view of the committee, requirements of the Company’s Corporate Governance Guidelines, Director Code of Ethics, and other policies applicable to members of the Board of Directors and its committees.

If a nominating shareholder or director candidate believes that information supplied in response to any of the above inquiries is confidential, the shareholder or nominee may request confidential treatment for such information. In such event, the information shall be maintained on a confidential basis unless the Corporate Governance and Nominating Committee is advised by counsel that disclosure is appropriate in connection with the solicitation of proxies relating to the director candidate.

In the event that it is subsequently determined that any of the information provided by the candidate or nominating shareholder is materially inaccurate, a director candidate who provided the materially inaccurate information or whose nominating shareholder provided the materially inaccurate information shall be required to resign from the Board of Directors, and, in the event of a refusal to resign, such a determination shall constitute grounds for removal from the Board of Directors, unless it is determined by the Corporate Governance and Nominating Committee that the inaccuracy was inadvertent.

Shareholder Proposals for 2023 Annual Meeting

Proposals by shareholders intended to be presented during the 2023 Annual Meeting must be received by the Secretary of Farmers no later than November 17, 2022, to be eligible

 

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for inclusion in Farmers’ proxy, notice of meeting, and proxy statement relating to its 2023 Annual Meeting. Farmers will not be required to include in its proxy, notice of meeting, or proxy statement, a shareholder proposal that is received after that date or that otherwise fails to meet the requirements for shareholder proposals established by the applicable Commission rules.

If a shareholder intends to submit a proposal during the 2023 Annual Meeting that is not eligible for inclusion in the proxy materials relating to the meeting, and the shareholder fails to give the Company notice in accordance with the requirements set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by January 31, 2023, then the proxy holders will be allowed to use their discretionary authority with respect to such proposal if the proposal is properly raised during the 2023 Annual Meeting. The submission of such a notice does not ensure that a proposal can be raised during the 2023 Annual Meeting.

In each case written notice must be given to Farmers, addressed to its Corporate Secretary, at the following address: 20 South Broad Street, Canfield, Ohio 44406.

Shareholder Communications with Directors

All written communications addressed to an individual director at Farmers’ address or to one of the offices of a subsidiary of the Company, except those clearly of a marketing nature, will be forwarded directly to the director. All written communications addressed to the Board of Directors at Farmers’ address or to one of the offices of a subsidiary of the Company will be presented to the full Board of Directors at a meeting of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Farmers’ directors, officers and persons who own beneficially more than 10% of its Common Shares (“Section 16 Filers”) to file reports of ownership and transactions in the Common Shares with the Commission and to furnish the Company with copies of all such forms filed. Based solely on the review of copies of reports furnished to us or written representations that no reports were required, we believe that all Section 16(a) filing requirements were met in the last fiscal year by our Section 16 Filers, with the following exceptions:

 

•

A Form 4 filing on behalf of director Edward W. Muransky for Common Shares acquired on July 30, 2021 and August 2, 2021 was inadvertently filed late on August 24, 2021 to report the transactions by Mr. Muransky.

 

•

A Form 3 filing on behalf of officer James M. Gasior on November 9, 2021 inadvertently (i) understated the number of Common Shares Mr. Gasior held directly, and (ii) omitted the number of Common Shares held indirectly by Mr. Gasior in the Company’s 401(k) Plan, and subsequently, the Common Shares were inadvertently omitted from a Form 4 filing. An amendment of Mr. Gasior’s Form 3 filing was subsequently made on November 22, 2021 to report the correct number of Common Shares held by Mr. Gasior.

 

•

A Form 3 filing on behalf of officer Timothy Carney on November 9, 2021 inadvertently (i) understated the number of Common Shares Mr. Carney held directly, and (ii) omitted the number of Common Shares held indirectly by Mr. Carney in the Company’s 401(k) Plan, and subsequently, the Common Shares were inadvertently omitted from a Form 4 filing. Amendments of Mr. Carney’s Form 3 filing were subsequently made on November 22, 2021, February 2, 2022 and February 3, 2022 to report the correct number of Common Shares held by Mr. Carney.

 

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES

The following sections describe Farmers’ efforts and commitment to promote environmental sustainability, social responsibility and sound corporate governance.

Environmental Sustainability

Farmers has and continues taking steps to reduce our carbon footprint across all aspects of our operations and service delivery channels. In the last decade Farmers has expanded our technology to significantly reduce paper usage and waste by introducing mobile banking, e-signatures, electronic documents for loan applications, account openings, paperless statements as well as many of our internal communications and documentation. In the last three years Farmers has transitioned 90% of its previously all-paper HR processes (applications, employee records, performance reviews) to digital records eliminating the need for hard copy employee files. We have also increased our use of digital media and video conferencing to reduce employee travel between locations and the needless printing of notes. In addition, we continue to develop technology-based solutions for our clients and our employees.

Particularly as we continue to provide remote work opportunities and flexible scheduling options to employees, we are currently and will continue to evaluate our overall office space needs. New branches are constructed using a smaller floor plan and motion sensor lighting to reduce energy consumption.

Social Responsibility

Farmers, through its subsidiaries, has always been a strong supporter of the communities in which we work and live. Last year, Farmers donated more than $400,000 to non-profit organizations, charitable enterprises and community organizations. Farmers is proud to have partnered with Akron Children’s Hospital, The Beatitude House, Apprisen, and many local foodbanks and Boys & Girls Clubs across our entire footprint. Along with financial support, Farmers’ executives have recently and successfully served as Campaign Chairs for United Way and The American Heart Association. As Chair for the United Way, CEO Kevin Helmick led the second-most successful campaign ever in Mahoning Valley, raising over $3.38 million dollars. Additionally, our employees gave generously of their time and money working on community service projects throughout the year and donating to local charities as well as national organizations such as United Way. In 2021 our employees pledged approximately $45,000 to United Way.

In addition to being good corporate citizens for our communities, Farmers is focused on enhancing our culture and environment internally. As in 2020, when the COVID-19 pandemic created unprecedented challenges around the world, 2021 had significant disruptions that greatly affected our employees. Farmers continues to provide remote work opportunities to employees as well as flexible scheduling options. The Company also instituted new compensation guidelines resulting in increases for the majority of our front-line staff.

Farmers firmly believes that we have an obligation to lead the way in ensuring a comfortable and supportive culture. Our Diversity and Inclusion Statement clearly establishes our commitment to fairness and inclusivity:

 

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WE STAND STRONGER TOGETHER

Farmers is not merely a bank. Farmers is a Community Bank. We embrace a business model reflective of the human diversity, values and strengths of the local communities we serve.

As our communities grow in diversity, Farmers is growing its capacity as a corporate citizen promoting and honoring diversity, inclusion and equality among our stakeholders—shareholders, employees, customers, vendors and communities.

Our commitment is reflected in our equitable hiring and loan-making policies, our vendor selection, and our enlightened and substantial charitable giving program.

Promoting diversity is both the morally correct and intelligent thing to do, because our stakeholders stand stronger together when differences are respected, valued and celebrated.

Farmers is proud to employ a diverse workforce that includes an executive management team that is 20% minority and/or female.

Corporate Governance

The Company is committed to maintaining a culture of strong corporate governance through the dedicated adherence to the rules and regulations as defined by the Federal Reserve, Office of the Comptroller of Currency, the Commission, NASDAQ and all federal, state and local laws. Oversight is maintained by our Board of Directors, the Audit and Board Enterprise Risk Management Committees of the Board of Directors, as well as through internal controls of Farmers Bank, along with regular, consistent reviews by our independent registered public accounting firm and banking regulators.

Our Code of Business Conduct and Ethics can be found on Farmers’ website at www.farmersbankgroup.com under the “Investor Relations” section. Additionally, Farmers Bank maintains an internal board of directors consisting of the Farmers Bank’s executive management team. Both the Farmers Board of Directors and the Farmers Bank board of directors meet monthly to plan strategy, execute tactics and review the health and soundness of the Company.

Farmers is committed to doing the right thing for each of our four constituencies: Shareholders, Clients, Employees and our Communities. We will conduct our business in accordance with our Core Values of Integrity, Respect, Diligence, Stewardship, Commitment, Relationships and Performance.

Additional information regarding our corporate governance practices is set forth in the discussion under the caption “CORPORATE GOVERNANCE” beginning on page 7 of this proxy statement.

 

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