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 10, 2016
ENB Financial Corp
(Exact name of Registrant as specified in its charter)
| Pennsylvania | | 000-53297 | | 51-0661129 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 31 E. Main St., Ephrata, PA | | 17522-0457 |
| (Address of principal executive offices) | | (Zip Code) |
__(717) 733-4181__
(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 10, 2016, ENB Financial Corp (the "Company") held its 2016 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 2,849,758 shares of the Company's common stock were entitled to vote as of March 11, 2016, the record date for the Annual Meeting. There were 2,056,589 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on three (3) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of such proposals.
Proposal No. 1 – Election of Class A Directors
The shareholders voted to elect three (3) Class A 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 |
| | Aaron L. Groff, Jr. | 2,046,902 | 9,687 | 0 |
| | Brian K. Reed | 2,051,659 | 4,930 | 0 |
| | Paul M. Zimmerman, Jr. | 2,051,765 | 4,824 | 0 |
Proposal No. 2 – To approve and adopt an amendment to Article 7 of the Corporation’s Articles of Incorporation to eliminate cumulative voting in the election of directors:
The shareholders voted to approve an amendment to the Company’s articles of incorporation that the holders of the Company’s common stock shall have one vote per share and shall not be entitled to cumulate their votes in the election of directors.
| | For | Against | Abstain |
| | | | |
| | 1,950,108 | 85,799 | 20,682 |
Proposal No. 3 – A non-binding vote on the resolution to approve the compensation of named executive officers:
The shareholders voted to approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2016 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2015 Summary Compensation Table and the other related tables and narrative discussion contained in the Proxy Statement. The results of the vote were as follows:
| | For | Against | Abstain |
| | | | |
| | 2,003,182 | 31,295 | 22,112 |
| Item 7.01 | Regulation FD Disclosure |
On May 10, 2016, Aaron L. Groff, Jr., Chief Executive Officer and President of the Registrant, as well as other members of management, gave a presentation 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.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| | Exhibit Number | Description |
| | | |
| | 99.1 | Annual Meeting Presentation Slides. |
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.
| | ENB FINANCIAL CORP |
| | (Registrant) |
| | |
| | |
| Dated:May 11, 2016 | /s/ Scott E. Lied |
| | Scott E. Lied |
| | Treasurer |
| | (Principal Financial Officer) |
EXHIBIT INDEX
| EXHIBIT NO. | |
| | |
| | |
| 99.1 | Annual Meeting Presentation Slides. |
