| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 21, 2022, at the 2022 Annual Meeting of Shareholders of Farmers National Banc Corp. (the “Company”), the shareholders of the Company approved the Company’s 2022 Equity Incentive Plan (the “Plan”). The Board of Directors of the Company previously adopted the Plan on February 22, 2022, subject to shareholder approval. Under the Plan, the Company may grant equity-based incentive awards to non-employee directors, officers, and other eligible participants. A total of 1,000,000 shares of the Company’s common stock are reserved for issuance under the Plan. The awards available for grant under the Plan include restricted stock, stock units and share awards. The Plan will be administered by the Compensation Committee of the Board of Directors.
The foregoing summary of the Plan is qualified in its entirety by reference to the detailed summary of the Plan set forth in the section “Proposal Four — Adoption and Approval of the Farmers National Banc Corp. 2022 Equity Incentive Plan” in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 17, 2022 and to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 21, 2022, the Company held its 2022 Annual Meeting of Shareholders (“2022 Annual Meeting”) for the purposes of: (1) electing four Class III directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2025; (2) considering and voting upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; (3) considering and voting upon a proposal to ratify the appointment of CliftonLarsonAllen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and (4) considering and voting upon a proposal to approve the adoption of the Farmers National Banc Corp. 2022 Equity Incentive Plan. As of the close of business on March 8, 2022, the record date for the 2022 Annual Meeting, 34,004,913 common shares were outstanding and entitled to vote. At the Annual Meeting, 28,190,116, or approximately 82.90%, of the outstanding common shares entitled to vote were represented in person or by proxy, including 5,206,824 broker non-votes. The results of the voting at the 2022 Annual Meeting are as follows:
Proposal 1: The Company’s shareholders elected the following nominees for director to serve a three-year term ending at the 2025 Annual Meeting of Shareholders:
| | | | | | | | | | | | |
Name | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Ralph D. Macali | | | 15,691,888 | | | | 7,291,403 | | | | 5,206,824 | |
Frank J. Monaco | | | 22,283,280 | | | | 700,012 | | | | 5,206,824 | |
Edward W. Muransky | | | 22,518,586 | | | | 464,706 | | | | 5,206,824 | |
Richard B. Thompson | | | 22,564,728 | | | | 418,563 | | | | 5,206,824 | |
Proposal 2: The Company’s shareholders approved an advisory vote on the 2021 compensation paid to the Company’s named executive officers, with 93.13% of shares voted being cast in favor of the proposal:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 21,405,566 | | 959,721 | | 618,004 | | 5,206,824 |
