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:

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 the appropriate box):

20 SOUTH BROAD STREET

CANFIELD, OHIO 44406

March [18], 201912, 2021

To Our Shareholders:

You are cordially invited to attend the 20192021 Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) to be held on April 18, 2019,15, 2021 at 10:00 a.m., Eastern Time,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 the Company’s headquarters at 20 South Broad Street, Canfield, Ohio 44406. You may also attend the meeting via the Internet atwww.meetingcenter.io/257959543240338918, where you will be able to vote electronically and submit questions during the meeting.

AtDuring the Annual Meeting, you will be asked to: (i) elect onethree Class III directorII directors whose termterms will expire at the Annual Meeting in 2022;2024; (ii) approve an amendment to the Company’s Amended Code of Regulations (“Regulations”) to provide the Company’s Board of Directors with thenon-exclusive authority to amend the Regulations; (iii) consider and vote upon anon-binding advisory resolution to approve the compensation of the Company’s named executive officers; (iv)and (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, 2019; and (v) approve the adjournment of the Annual Meeting, if necessary, in order to solicit additional proxies to adopt the proposed amendment to the Company’s Regulations.2021.

Your vote on these matters is important, regardless of the number of shares you own, and all shareholders are encouraged to attendparticipate in the live webcast of the Annual Meeting via the Internet or in person.Meeting. However, it is important that your shares be represented regardless of how or whether you plan to attendparticipate 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. I particularly encourage your support of Proposal Two and the recommendation of our Board of Directors to amend our Regulations to give our Board of Directors thenon-exclusive authority to amend our Regulations as permitted under Ohio law. A further description of Proposal Two can be found on page 21 of the accompanying proxy statement.

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 18, 201915, 2021

The Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) will be held at the Company’s headquarters at 20 South Broad Street, Canfield, Ohio 44406, on Thursday, April 18, 2019,15, 2021 at 10:00 a.m., Eastern Time. You may also attendWe 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 meeting via the InternetAnnual Meeting atwww.meetingcenter.io/257959543240338918, where you will be able to vote electronically and submit questions during the meeting.

The 20192021 Annual Meeting will be held for the following purposes:

The Board of Directors has fixed the close of business on March 4, 20195, 2021 as the record date for the determination of shareholders entitled to notice of, and to vote at,during, the Annual Meeting. Your Board of Directors recommends that you vote“FOR” the election of each of the director nomineenominees and“FOR” each of the other proposals.

By Order of the Board of Directors,

CARL D. CULP

Senior Executive Vice President, Treasurer and Secretary

Canfield, Ohio

March [18], 201912, 2021

FARMERS NATIONAL BANC CORP.

PROXY STATEMENT

TABLE OF CONTENTS

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 atduring the 20192021 Annual Meeting of Shareholders (the “Annual Meeting”), and atduring any adjournment or postponement thereof. The Annual Meeting will be held Thursday,on April 18, 2019,15, 2021 at 10:00 a.m., Eastern TimeTime. 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 the Company’s headquarters, 20 South Broad Street, Canfield, Ohio 44406 and via the Internet atwww.meetingcenter.io/257959543240338918, 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’ 20182020 Annual Report to Shareholders (the “Annual Report”), are being mailed to the shareholders of the Company on or about March [18], 2019.12, 2021. 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 18, 2019:15, 2021: This proxy statement, theForm 10-K for the year ended December 31, 20182020 and the 20182020 Annual Report to Shareholders are available atwww.farmersbankgroup.com.

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 18, 2019,15, 2021 at 10:00 a.m., Eastern TimeTime. 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 the Company’s headquarters, 20 South Broad Street, Canfield, Ohio 44406 and via the Internet atwww.meetingcenter.io/257959543240338918, where you will be able to vote electronically and submit questions during the meeting. To obtain directionsmore information regarding how to attendparticipate 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 atduring 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 atduring the Annual Meeting?

The Board of Directors has set March 4, 20195, 2021 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 at,during, the Annual Meeting or any adjournment(s) or postponement(s) thereof. At the close of business on March 4, 2019, 27,790,6025, 2021, 28,304,437 Common Shares were issued and outstanding. Each Common Share entitles the holder to one vote on each item to be voted upon atduring 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 atduring 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 atduring the Annual Meeting in four ways:

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:

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 in person atduring the live webcast of the Annual Meeting, you must bringhave a legal proxy from the shareholder of record indicating that you were the beneficial owner of the Common Shares on March 4, 2019. Attending5, 2021. 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 reasonableout-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 thanone-third of Farmers’ outstanding Common Shares shall constitute a quorum for the Annual Meeting. Consequently, at least 9,263,5349,434,813 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 “brokernon-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 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 brokernon-vote. Brokernon-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 atduring the Annual Meeting is as follows:

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 shareCommon Share owned, and shareholders may not cumulate votes in the election of directors. Common sharesShares 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 ofthe Board of Directors”beginning on page 11 of this proxy statement.

CORPORATE GOVERNANCE

The Board of Directors — Independence

The Board of Directors is currently comprised of 10nine members, onethree of whom is a nomineeare nominees forre-election atduring the Annual Meeting. Additional information regarding the director nomineenominees is set forth in “Proposal One — Election ofDirectors”beginning on page 1516 of this proxy statement. In 2018,2020, 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”):

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 2018,2020, 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 2018.2020.

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 ofRegulation 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’ policy that any transactions with

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 acase-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:Farmers at any time since January 1, 2020: (i) arewere made in the ordinary course of business; (ii) arewere 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)  dodid not involve more than the normal risk of collectability or present other unfavorable features.

Attendance at Meetings

The Board of Directors held 1113 meetings during 2018.2020. 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, except Mr. Scott who retired on July 17, 2018.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 attendparticipate in the live webcast of the Annual Meeting. All of the current members of the Board of Directors attended virtually the 20182020 Annual Meeting held on April 19, 2018.16, 2020.

Board Leadership Structure and Role in Risk Oversight

TheDuring 2020, the Board of Directors has appointed Lance J. Ciroli as itsnon-executive Chairman. As Chairman, Mr. Ciroli presidespresided over meetings of the Board of Directors, consultsconsulted and advisesadvised the Board and its committees on the business and affairs of Farmers, and performsperformed other responsibilities as may be assigned by the Board from time to time. The Board of Directors has also appointed James R. Smail as itsnon-executive Vice Chairman. As Vice Chairman, Mr. Smail presidespresided over meetings of the Board of Directors in the absence of Mr. Ciroli, and also consultsconsulted and advisesadvised the Board and its committees on the business and affairs of Farmers, and performs other responsibilities as may be assigned by the Board 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’sday-to-day business while allowing Mr. Cirolian 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 and management, enabling the Board 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.

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

oversight responsibility for the risk management process, various committees of both management and the Board 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 andnon-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 (Chairman)(Chair), Lance J. Ciroli, Ralph D. Macali, and Gregg Strollo,Edward W. Muransky, each of whom also served on the Audit Committee during 2018. During the 2018 calendar year, Earl R. Scott also served on the Audit Committee.2020. The Board of Directors has determined that Mr. Bestic qualifies as an “audit committee financial expert.” Specifically, the Board of Directors has determined that Mr. Bestic has 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) ofRegulation S-K and in the NASDAQ listing requirements. Mr. Bestic has 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. 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 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 atwww.farmersbankgroup.com. The Audit Committee held five6 meetings during 2018.2020.

Compensation Committee

The Compensation Committee establishes policies and levels of reasonable compensation for the executive officers of the Company and generally administers the

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 atwww.farmersbankgroup.com. The Compensation Committee held five5 meetings during 2018.2020.

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 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 23.

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 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, and Edward W. Muransky, each of whom also served on the Corporate Governance and Nominating Committee during 2018.2020. 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 atwww.farmersbankgroup.com. The Corporate Governance and Nominating Committee held five6 meetings during 2018.2020.

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

Risk Management Committee held four4 meetings during 2018.2020. 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 23.

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 James R. Smail (Chair), Lance J. Ciroli, Kevin J. Helmick, and Terry A. Moore, all of whom also served on the Executive Committee during 2018.2020. 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 atwww.farmersbankgroup.com. The Executive Committee held eleven18 meetings in 2018.2020.

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 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 onForm 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

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:

While the Board of Directors does not have a formal diversity policy, diversity of viewpoints, background, experience and other demographics is one 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 in light of the diverse communities and geographies we serve,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 Director’s 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.

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 usesconsiders 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.

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

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:

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

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 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

Shareholder Proposals for 20202022 Annual Meeting

Proposals by shareholders intended to be presented atduring the 20202022 Annual Meeting of Shareholders must be received by the Secretary of Farmers no later than November 19, 2019,12, 2021, to be eligible for inclusion in Farmers’ proxy, notice of meeting, and proxy statement relating to its 20202022 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 atduring the 20202022 Annual Meeting of Shareholders 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 February 2, 2019,January 26, 2022, then the proxy holders will be allowed to use their discretionary authority with respect to such proposal if the proposal is properly raised atduring the 2022 Annual Meeting in 2020.Meeting. The submission of such a notice does not ensure that a proposal can be raised atduring the 20202022 Annual Meeting of Shareholders.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 directors and officers.Section 16 Filers.

PROPOSAL ONE — ELECTION OF DIRECTORS

In accordance with the provisions of Farmers’ Regulations, the Board of Directors has currently fixed the number of directors at 9.eight for the upcoming Annual Meeting. The Board of Directors is currently divided into three classes, each with three-year terms. This year, the Corporate Governance and Nominating Committee has recommended to the Board of Directors the re-nomination of three of the Class II directors for election to serve as Class II directors for terms andof three years to expire at the Annual Meeting of Shareholders to be held in 2024. If these nominees are elected, there are currently fourwill be three directors serving in Class I, fourthree directors serving in Class II, and two directors serving in Class III.

The Corporate Governance and Nominating Committee has recommended to the Board of Directors there-nomination of one of the Class III directors. Set forth below for each of the nomineenominees for election and for each director whose term will continue after the Annual Meeting is a brief statement, including age, principal occupation and business experience during at least the past five years. In addition, the following information provides the Corporate Governance and Nominating Committee’s evaluation regarding the nomination of the director nomineenominees and the key attributes, skills, and qualifications presented by the director nomineenominees and the continuing directors. The following information, as of March 4, 2019,5, 2021, with respect to the age, principal occupation or employment, other affiliations and business experience during at least the last five years of each director and director nominee, has been furnished to Farmers by each director nominee and director. Except where indicated, no corporation is a parent, subsidiary, or other affiliate of Farmers.

Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Corporate Governance and Nominating Committee and approved by the Board of Directors. The Corporate Governance and Nominating Committee has no reason to believe that any nominee named will be unable to serve if elected.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

EACH OF THE FOLLOWING DIRECTOR NOMINEES.

NOMINEENOMINEES FOR ELECTION AS CLASS III DIRECTORII DIRECTORS

(Term Expiring in 2022)2024)

CLASS I DIRECTORS CONTINUING IN OFFICE

(Term Expiring in 2020)

CLASS III DIRECTORS CONTINUING IN OFFICE

(Term Expiring in 2022)

CLASS I DIRECTORS CONTINUING IN OFFICE

(Term Expiring in 2023)

BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of March [4], 2019,5, 2021, regarding beneficial ownership of the Common Shares by each director, each director nominee, each of the named executive officers of Farmers appearing in theSummaryCompensation Table, all directors, named executive officers, and other executive officers of the Company as a group, and each person known to Farmers to own 5% or more of its Common Shares. In addition, unless otherwise indicated, all persons named below can be reached at Farmers National Banc Corp., 20 South Broad Street, Canfield, Ohio 44406.

PROPOSAL TWO — ADOPTION AND APPROVAL OF AMENDMENT TO
ARTICLE XI OF THE CODE OF REGULATIONS

General

On February 26, 2019, the Board of Directors adopted resolutions declaring it advisable and in the best interests of Farmers and its shareholders to amend Article XI of the Company’s Regulations in order to provide the Board with thenon-exclusive authority to amend the Regulations as permitted by, and the Board is now unanimously proposing and recommending that our shareholders adopt and approve the proposed amendment to Article XI.

Description of the Amendment

Section 1701.11(A)(1)(d) of the Ohio Revised Code was amended in 2006 to grant directors the authority to amend regulations of Ohio corporations if and to the extent that the regulations so provide or permit, unless another provision of the Ohio Revised Code expressly reserves such authority to shareholders, and provided that no provision or permission in the articles or regulations may divest shareholders of the power or limit shareholders’ power to adopt, amend, or repeal the regulations. This limited authority of directors to amend regulations was adopted to help align Ohio’s corporate laws with practices common in other states. Based on this provision, shareholders of an Ohio corporation may grant directors the authority to amend their corporation’s regulations subject, however, to the foregoing certain restrictions. With such authority, directors may amend provisions in regulations relating to important but primarily administrative or procedural issues, such as allowing the use of electronic proxies, fixing the date and location of meetings, or requirements relating to notice of nominations or shareholder proposals. However, directors may not amend regulations in a manner that restrict shareholders’ authority to adopt, amend, or repeal regulations, or amend any provisions of regulations that address the following matters which are reserved to shareholders:

The proposed amendment of Farmers’ Regulations to give our Board of Directors the limited authority to amend the Regulations is not part of a plan by the Company to adopt other measures having potential anti-takeover effects. However, the Articles and Regulations

2020 Significant Compensation Developments in 2018Results

Each year we evaluate all of our compensation programs, policies and payouts to determine whether our compensation structure continues to align with ourpay-for-performance focus and promote long-term shareholder value. Based on this evaluation, we determined in 2018 to maintain the general structure of our compensation programs, as summarized below:

Annual Incentive Compensation Results from Financial Performance

Long-term Incentive Compensation Results from Financial Performance

Long-Term Incentive Compensation 2016-2018 Vesting Summary

deferrals of compensation in a nonqualified deferred compensation plan, and limited perquisites. To help retain a stable executive management team, we have adopted an Executive Separation Policy and have entered into change in control agreements that provide severance benefits upon certain terminations of our executive officers.

We evaluate annually all of our compensation programs, policies, and payouts to assess whether our compensation structure continues to align with our philosophy of paying for financial performance as a means of promoting long-term shareholder value. Based on this evaluation, we determined in 2020 to maintain the general structural elements of our executive compensation programs as described below.

The Role of the Compensation Committee in Determining Executive Compensation

The Compensation Committee oversees the compensation of our named executive officers and establishes our executive compensation philosophy, policy,policies, elements, and strategy and reviews proposed executive compensation plans, and arrangements, including

Compensation Consultant Independence

The Compensation Committee has the responsibility to consider certain independence factors before selecting compensation consultants and other compensation advisers. In connection with the foregoing, the Compensation Committee reviewed, considered and discussed the relevant factors established by NASDAQ to determine such independence, both through surveying Pay Governance and by soliciting input from members of the Compensation Committee through our annual director and officer questionnaires. Based on its review, consideration and discussion, the Compensation Committee determined that the work performed and to be performed by Pay Governance as the Committee’s compensation consultant has not raised and does not raise any conflict of interest, and also determined that Pay Governance qualifies as independent for purposes of the Exchange Act and revised NASDAQ Corporate Governance Requirements.

In late 2020, the Compensation Committee, with the assistance of Pay Governance, undertook an extensive re-evaluation of our compensation peer group to help ensure that the group continued to reflect similarly situated financial institutions for purposes of determining competitive market positioning for purposes of executive compensation decisions, particularly due to the acquisitions of several prior peer group companies in recent years, and Farmers continuous growth. Based on that evaluation, and continuing to use the same evaluative factors described above, the Compensation Committee approved the following peer group of 23 companies for compensation evaluation purposes in 2021 (with added peer group companies highlighted):

evaluation of the performance of Mr. Helmick in light of specified goals and objectives with input from each independent director. Based on such evaluation and input, the Compensation Committee determines the compensation of Mr. Helmick and discusses its determination with all independent directors. All other executive officers are evaluated on a variety of factors including leadership performance, strategic planning and execution, communication abilities, business knowledge, and awareness and accountability. Based thereon, Mr. Helmick determines whether a base salary increase or decrease is considered to be merited based upon individual performance and presents his base salary adjustment recommendations to the Compensation Committee. For 2018,As a result of the evaluations by the Compensation Committee of Mr. Helmick, and the recommendations by Mr. Helmick regarding the remaining named executive officers as described above, for 2020 the Compensation Committee determined to increase Mr. Helmick’s base salary 4% from $430,000$460,000 to $445,000,$474,000, an increase of 3.5%approximately 3.0%, effective April 1, 2018. As a result of the evaluations2020, and recommendations by Mr. Helmick, the following merit-based base salary adjustments were made in 2018 for the remaining named executive officers also effective April 1, 2018:2020: (i) Mr. Culp received a base salary increase of approximately 16%2.0% from $247,318 to $240,005, based on a peer group based market adjustment and annual evaluation;$252,380; (ii) Mr. Witmer received a base salary increase of approximately 3%2.0% from $281,875 to $275,000; (iv)$287,500; (iii) Mr. GrahamShaffer received a base salary increase of approximately 3%4.1% from $182,507 to $182,228;$190,000; and (v) Mr. WenickMs. Soukenik received a base salary increase of approximately 9%2.6% from $187,392 to $249,990.$192,342.

Annual Incentive Plan

The Compensation Committee believes that performance-based annual cash incentives are an effective way to compensate executives for working together as a team to achieve short-term specific financial goals, which the Compensation Committee and management have established as near-term drivers of our long-term success, as well as certain individualized goals specific to an executive’s role and duties. The following is a discussion of the annual cash incentive programAnnual Incentive Plan as it continued to be implemented by the Compensation Committee during 2018.2020.

The Annual Incentive Plan is intended to foster superior financial results by providing equitable and attainable corporate-wide incentives that reward individual and team efforts to achieve specified performance objectives as determined and applied each fiscal year. The program provides our executive officers and certainnon-executive employees the opportunity to receive annual cash incentive payments based upon achievement of such corporate and individual performance goals. Our full-time and part-time, regular,non-commissioned-based associates and executives, as well as those of our subsidiaries, are generally eligible to participate in the Annual Incentive Plan.

Payments under the Annual Incentive Plan are contingent primarily on the achievement ofpre-established performance goals relating to objective financial metrics established for each participating named executive officer by the Compensation Committee, and secondarily upon the results of a subjective evaluation of each individual executive’s performance. Each of the elements has an assigned weight and each of the objective financial criteria has a specific target or goal for the year. In the event that we (or the individual participant) do not meet the specified goal or target for a particular metric, then no compensation will be paid with respect to that objective portion of the Annual Incentive Plan.

The Compensation Committee established a threshold payout of 50% of target opportunity upon attaining a threshold level of the objective metrics, a target payout of 100% upon attaining 100% of the target level of the objective metrics, and a maximum payout of 150% of target opportunity upon attaining at or greater than a maximum level of the objective metrics. For performance falling within each of the percentile ranges, payouts are made on an interpolated basis.

In establishing the Annual Incentive Plan’s objective metrics and targets for 2018,2020, the Compensation Committee utilized the Company’s budgeting model to set the performance at levels that were determined to be achievable with strong management performance. All named executive officers were allocated certain weightings of three core corporate financial measures: earnings per share (“EPS”), return on average assets (“ROA”), and efficiency ratio. Those were the sole objective performance criteria allocated to Messrs. Helmick, Culp, and Witmer. The named executive officers other than Messrs. Helmick, Culp, and Witmer had significant additional objective metrics based on their specific areas of responsibility and oversight. Finally, in addition to the objective performance metrics, a subjective metric was included for each of the named executive officers other than Mr. Graham, with a weighting ofweighted at 20% of the total bonus opportunity for Messrs. Helmick, Culp and Witmer, and a weighting of 15%10% for Mr. Wenick.Shaffer and Ms. Soukenik. The subjective factor is evaluated based on a scorecard assessment for each individual’s performance. Mr. Shaffer and Ms. Soukenik had additional internally-measured performance metrics based on their respective areas of responsibility, with total weightings of 45% and 40%, respectively, of their total bonus opportunity. Those internal measurements and targets include information that is not otherwise publicly available. Because the disclosure of such information could result in competitive harm to Farmers, the metrics and related performance results are not specifically disclosed but the payouts with respect to those measures is set forth below. The following tables set forth the applicable objective performance metrics, weightings, targets and percentage payouts on suchthe corporate level objective metrics under the Annual Incentive Plan in 2020 for each of the named executive officers under the Annual Incentive Plan in 2018:other than Mr. Witmer, who became ineligible to receive a bonus upon his termination date of December 31, 2020:

Kevin J. Helmick and Carl D. Culp and Mark R. Witmer

Mark L. GrahamTimothy F. Shaffer

Mark J. Wenick⁽¹⁾Amber Wallace Soukenik

4%, well below this circuit breaker level. The Compensation Committee believes that the use of a circuit breaker in our annual bonus program helps maintain minimum levels of safety and soundness of our institution in the context of providing appropriate near-term incentives for achieving superior financial performance objectives.

The following table sets forth the target level of long-term incentive compensation opportunity established for each participating named executive officer at the time of grant in 2016:2018:

The following table indicates the threshold, target and maximum performance levels (for performance falling within each of the percentile ranges, payout or vesting was to occur on an interpolated basis) and the results of our relative TSR and relative average annual ROE performance, as adjusted, for the Performance Period, with the percentage payouts for the LTI Cash Program and 20122017 Equity Incentive Plan awards granted in 2016.2017. For performance falling below threshold, no award payout or vesting was to occur. Percentage payout opportunities for the cash-based awards under the LTI Cash Program ranged from 20% vesting for performing at the threshold 25^th percentile of peer group, 100% for performing at the target 50^th percentile, and 200% vesting for performing at or above the 75^th percentile. The share-based awards under the 20122017 Equity Incentive Plan were granted at the maximum payout level of 200% of target opportunity, andso the percentage payout opportunities ranged from 10% vesting for performing at the threshold level of the 25^th percentile of peer group, 50% vesting for performing at the target 50^th percentile, and 100% vesting for performing at or above the 75^th percentile (equivalent to 200%, or maximum, of target opportunity). The following table summarizes the percentage payouts for our 20162018 long-term performance awards. Although the Compensation Committee has certified performance and vesting levels for the 2016 long-term performance awards, the awards will not be settled until April 22, 2019. Payout amounts under the LTI Cash Program based on Relative TSR for each named executive officer are included in“Non-Equity Incentive Plan Compensation”Compensation,” column (g), of theSummary Compensation Table located on page 3639 of this proxy statement. Although our Relative TSR was negative for the 2018-2020 performance period, our performance ranked in the upper decile of our peer group and better than all but one peer.

Vesting Summary of 2016-20182018-2020 Long-Term Performance Awards

In 2018,2020, the Compensation Committee established the long-term incentive compensation target opportunities for each eligible named executive officer, under our LTI Cash Program

all or any portion of bonuses paid or incentive compensation awarded to any participant in an incentive compensation program (including equity-based awards), and/or effect the

participant’s total eligible compensation, as determined annually in the discretion of the Compensation Committee. ForWith respect to calendar year 2018,2020, the Compensation Committee approved a discretionary contribution in theof 3.0%, representing a total amount of 2%.