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 4, 2010

 

ACNB Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

717.334.3161

(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):

 

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

 

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

 

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

 

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

 

 

 

CURRENT REPORT ON FORM 8-K

 

ITEM 5.07                                 Submission of Matters to a Vote of Security Holders

 

On May 4, 2010, ACNB Corporation (the “Company”) held its 2010 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 5,928,343 shares of the Company’s common stock were entitled to vote as of March 10, 2010, the record date for the Annual Meeting. There were 4,416,005 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on seven (7) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.

 

Proposal No. 1 — Fix the number of Directors

 

The shareholders voted to fix the number of Directors at thirteen (13). The results of the vote were as follows:

 

For		Against		Abstaining		Broker Non-Votes
4,317,284		70,033		28,688		-0-

 

Proposal No. 2 — Fix the number of Class 1 Directors

 

The shareholders voted to fix the number of Class 1 Directors at five (5). The results of the vote were as follows:

 

For		Against		Abstaining		Broker Non-Votes
4,328,929		67,356		19,720		-0-

 

Proposal No. 3 — Fix the number of Class 2 Directors

 

The shareholders voted to fix the number of Class 2 Directors at four (4). The results of the vote were as follows:

 

For		Against		Abstaining		Broker Non-Votes
4,320,852		66,712		28,441		-0-

 

Proposal No. 4 — Fix the number of Class 3 Directors

 

The shareholders voted to fix the number of Class 3 Directors at four (4). The results of the vote were as follows:

 

For		Against		Abstaining		Broker Non-Votes
4,325,923		66,051		24,031		-0-

 

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Proposal No. 5 — Election of Class 1 Directors

 

The shareholders voted to elect five (5) Class 1 Directors to serve for terms 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
Ronald L. Hankey		3,247,016		182,578		986,411
James J. Lott		3,393,436		36,158		986,411
Robert W. Miller		3,387,510		42,084		986,411
Marian B. Schultz		3,389,220		40,374		986,411
James E. Williams		3,388,900		40,694		986,411

 

Proposal No. 6 — Election of Class 2 Director

 

The shareholders voted to elect one (1) Class 2 Director to serve for a term of two (2) years and until his successor is elected and qualified.  The results of the vote were as follows:

 

Name		For		Against		Abstaining		Broker Non-Votes
David L. Sites		3,072,092		317,119		40,383		986,411

 

Proposal No. 7 — Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2010

 

The shareholders voted to ratify the selection of ParenteBeard LLC as the Company’s independent registered public accounting firm for the fiscal year 2010. The results of the vote were as follows:

 

For		Against		Abstaining		Broker Non-Votes
4,348,768		21,002		46,235		-0-

 

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Item 7.01                                             Regulation FD Disclosure

 

On May 4, 2010, Thomas A. Ritter, President & Chief Executive Officer of the Registrant, as well as other members of management, gave a presentations 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.

 

Further, at the Annual Meeting, the Company announced that its common stock has received preliminary approval for listing on The Nasdaq Capital Market.  Subject to the final decision to list on The Nasdaq Stock Market, the Company will apply for final approval.

 

ITEM 9.01                                    Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Annual Meeting Presentation Slides.
99.2		Press Release dated May 10, 2010

 

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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.

 

 

	ACNB CORPORATION
	(Registrant)
Dated: May 10, 2010	/s/ David W. Cathell
	David W. Cathell
	Executive Vice President, Treasurer & Chief
	Financial Officer

 

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EXHIBIT INDEX

 

EXHIBIT NO.
99.1		Annual Meeting Presentation Slides.
99.2		Press Release dated May 10, 2010

 

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