AUBURN NATIONAL BANCORPORATION, INC false 0000750574 0000750574 2022-05-10 2022-05-10

 

 

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 12, 2022 (May 10, 2022)

 

 

AUBURN NATIONAL BANCORPORATION, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   0-26486   63-0885779

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

100 North Gay Street, P.O. Drawer 3110, Auburn, Alabama 36831-3110

(Addresses of Principal Executive Offices, including Zip Code)

(334) 821-9200

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre- commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01   AUBN   Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders (the “Annual Meeting”) of Auburn National Bancorporation, Inc. (the “Company”) was held on May 10, 2022. This meeting was held for the purpose of considering the election of 9 directors to the Board of Directors to serve one-year terms expiring at the Company’s 2023 Annual Meeting of Shareholders and until their successors have been elected and qualified. As to the election of 9 directors, C. Wayne Alderman, Terry W. Andrus, J. Tutt Barrett, Laura J. Cooper, Robert W. Dumas, William F. Ham, Jr., David E. Housel, Anne M. May, and Edward Lee Spencer, III were all elected to the Board of Directors. In addition, at the Annual Meeting, the shareholders (i) approved, on a non-binding, advisory basis, the compensation of the Company’s “named executive officers” as disclosed in the Proxy Statement, and (ii) ratified the appointment of Elliott Davis LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022.

The final voting results of the director elections, approval of compensation for the Company’s “named executive officers” and ratification of the independent public accounting firm, which were described in more detail in the Proxy Statement, are set forth below.

 

  1.

Each director was elected by the following tabulation:

 

Director

 

Votes For

 

Withheld

 

Broker Non-Votes

C. Wayne Alderman

  1,618,719   6,299   751,322

Terry W. Andrus

  1,572,736   52,282   751,322

J. Tutt Barrett

  1,590,228   34,790   751,322

Laura J. Cooper

  1,613,001   12,017   751,322

Robert W. Dumas

  1,616,138   8,880   751,322

William F. Ham, Jr.

  1,606,908   18,110   751,322

David E. Housel

  1,616,220   8,798   751,322

Anne M. May

  1,583,728   41,290   751,322

Edward Lee Spencer, III

  1,623,360   1,658   751,322

 

  2.

The non-binding, advisory vote on the compensation of the Company’s “named executive officers” as disclosed in the proxy statement was approved by the following tabulation:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

1,601,979

  13,482   9,557   751,322

 

  3.

Ratification of the appointment of Elliott Davis LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022 was approved and accordingly ratified by the following tabulations:

 

For

 

Against

 

Abstain

2,359,816

  5,229   11,295


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AUBURN NATIONAL BANCORPORATION, INC.
(Registrant)

/s/ Robert W. Dumas

Robert W. Dumas
Chairman, President and CEO

Date: May 12, 2022

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