| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As described below in Item 5.07 of this Current Report on Form8-K, on April 16, 2019, at the 2019 Annual Meeting of Shareholders (the “Annual Meeting”), the shareholders of CNB Corporation (the “Corporation”) approved the CNB Financial Corporation 2019 Omnibus Incentive Plan (the “2019 Plan”), which will replace the CNB Financial Corporation 2009 Stock Incentive Plan (the “2009 Stock Incentive Plan”). The Corporation’s Board of Directors (the “Board”) approved the 2019 Plan on February 12, 2019, subject to and effective upon approval by the shareholders at the Annual Meeting. The 2019 Plan became effective upon receipt of the requisite shareholder approval on April 16, 2019 (the “Effective Date”).
Term.Unless terminated sooner in accordance with the terms of the 2019 Plan or extended with shareholder approval, the 2019 Plan terminates automatically on the day before the tenth anniversary of the Effective Date, April 15, 2029.
Types of Awards. The 2019 Plan provides for the grant of options, SARs, restricted stock, RSUs, deferred stock units, unrestricted stock, dividend equivalent rights, other equity-based awards and cash bonus awards.
Eligibility. All of our employees and the employees of our “subsidiaries” and “affiliates” (as defined in the 2019 Plan) are eligible to receive awards under the 2019 Plan. In addition, ournon-employee directors and consultants and advisors who perform services for us and our subsidiaries and affiliates may receive awards under the 2019 Plan, other than incentive stock options.
Shares Reserved for Issuance. The maximum number of shares of the Corporation’s common stock that may be issued under the 2019 Plan will be the sum of (i) 300,000 shares of our common stock, plus (ii) the number of shares of our common stock available for future awards under the 2009 Stock Incentive Plan as of the Effective Date (as of the Effective Date, there were 106,919 shares available for future awards), plus (iii) the number of shares of our common stock related to awards outstanding under the 2009 Stock Incentive Plan as of the Effective Date that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such shares of our common stock (as of the Effective Date, the number of shares related to awards outstanding under the 2009 Stock Incentive Plan consisted of 96,058). The maximum number of shares of our common stock available for issuance pursuant to incentive stock options granted under the 2019 Plan will be the same as the number of shares of our common stock reserved for issuance under the 2019 Plan.
A description of the material terms of the 2019 Plan is set forth in Proposal 5 contained in the Corporation’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2019. The above description of the certain terms of the 2019 Plan is qualified in all respects by the full text of the 2019 Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendments to Articles of Incorporation
As described below in Item 5.07 of this Current Report on Form8-K, on April 16, 2019, at the Annual Meeting, the Corporation’s shareholders voted, among other things, to approve an amendment (the “Director Election Charter Amendment”) to the Corporation’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to specify the voting standard to be used in the election of directors to the Corporation’s Board of Directors (the “Board”). As a result of the approval of the Director Election Charter Amendment, our Articles of Incorporation will provide that directors are elected by a “majority of votes cast” in an uncontested election and a plurality of votes cast in a contested election. For purposes of the Director Election Charter Amendment, a “majority of votes cast” means that the number of shares voted “for” a director exceeds the number of votes cast “against” that director.
At the Annual Meeting, the Corporation’s shareholders also voted to approve an amendment to the Articles of Incorporation to authorize the issuance of uncertificated shares of any or all classes and series of the Corporation’s shares (the “Uncertificated Shares Charter Amendment”).
