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ACNB CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

May 8, 2014



ITEM 5.07 Submission of Matters to a Vote of Security Holders

On May 6, 2014, ACNB Corporation (the "Company") held its 2014 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 5,991,311 shares of the Company's common stock were entitled to vote as of March 7, 2014, the record date for the Annual Meeting. There were 4,530,162 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 - To Fix the Number of Directors

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

For Against Abstain Broker Non-Votes 4,373,778 100,928 33,932 21,524



Proposal No. 2 - To 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 Abstain Broker Non-Votes 4,363,386 94,787 50,465 21,524



Proposal No. 3 - To 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 Abstain Broker Non-Votes 4,363,959 94,584 50,095 21,524 2

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Proposal No. 4 - To 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 Abstain Broker Non-Votes 4,356,954 101,802 49,882 21,524



Proposal No. 5 - To Elect Class 3 Directors

The shareholders voted to elect four (4) Class 3 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 Frank Elsner, III 2,929,297 135,924 1,464,941 Scott L. Kelley 2,957,943 107,278 1,464,941 Daniel W. Potts 2,978,248 86,973 1,464,941 Thomas A. Ritter 2,975,740 89,481 1,464,941



Proposal No. 6 - To Conduct a Non-Binding Vote on Executive Compensation

The shareholders voted to approve, on a non-binding basis, the compensation paid to the Company's Named Executive Officers. The results of the vote were as follows:

For Against Abstain Broker Non-Votes 2,710,953 239,669 114,599 1,464,941



Proposal No. 7 - To Ratify the Selection of the Independent Auditors for the Fiscal Year Ending December 31, 2014

The shareholders voted to ratify the selection of BDO USA, LLP as ACNB Corporation's independent auditors for the fiscal year ending December 31, 2014. The results of the vote were as follows:

For Against Abstain Broker Non-Votes 4,419,006 66,613 44,543 -0- 3

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ITEM 7.01 Regulation FD Disclosure



On May 6, 2014, Thomas A. Ritter, President & Chief Executive Officer of the Registrant, as well as other members of management, gave a presentation at the 2014 Annual Meeting of Shareholders. A copy of the presentation slides is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 99.1 Annual Meeting Presentation Slides. 99.2 Press Release dated May 8, 2014. 4



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Source: Edgar Glimpses


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