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 26, 2024 (April 22, 2024)
LCNB CORP.
(Exact name of Registrant as specified in its Charter)
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| Ohio | 001-35292 | 31-1626393 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification Number) |
2 North Broadway, Lebanon, Ohio 45036
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (513) 932-1414
N/A
(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 (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))
Securities Registered Pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, No Par Value | | LCNB | | NASDAQ |
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 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the shareholders of LCNB was held on April 22, 2024. At the meeting, the following items were voted on by the shareholders of LCNB:
1.Electing four Class I directors for a three-year term;
2.Advisory vote approving the compensation of our named executive officers; and
3.Ratifying the appointment of Plante & Moran PLLC as the independent registered accounting firm for LCNB for the fiscal year ending December 31, 2024.
The following nominees were elected as Class I directors by the votes indicated below. In addition to the votes reported below, there were 2,813,434 broker non-votes on the proposal for the election of each director.
| | | | | | | | | | | | | | |
| Director | | For | | Withheld |
| Stephen P. Wilson | | 6,227,026 | | 314,535 |
| Spencer S. Cropper | | 5,932,852 | | 608,709 |
| Eric J. Meilstrup | | 6,229,146 | | 312,415 |
| Robert A. Bedinghaus | | 6,337,260 | | 204,301 |
The outcome of the advisory vote approving the compensation of our named executive officers is indicated below. In addition to the votes reported below, there were 2,813,434 broker non-votes on this proposal.
| | | | | | | | |
| For | Against | Abstain |
| 6,010,855 | 415,878 | 114,828 |
The ratification of the appointment of Plante & Moran PLLC as the independent registered accounting firm for LCNB was approved by the votes indicated below. There were no broker non-votes on this proposal.
| | | | | | | | |
| For | Against | Abstain |
| 9,179,832 | 90,255 | 84,908 |
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 thereunto duly authorized.
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| | LCNB CORP. | |
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| Date: April 26, 2024 | | By: /s/ Robert C. Haines II | |
| | | Robert C. Haines II
Chief Financial Officer | |
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