of shares present, virtually or by proxy, and entitled to vote at the Meeting (meaning that of the shares represented at the meeting and entitled to vote, a majority of them must be voted
for the proposal for it to be approved). Abstentions will have the same effect as a vote against the proposal, and broker non-votes will not be counted in determining whether the
proposal received the requisite number of votes for approval.
The vote required for the ratification of the appointment of Elliott Davis
as the Companys independent registered public accounting firm is the affirmative vote of a majority of shares present, virtually or by proxy, and entitled to vote at the Meeting (meaning that of the shares represented at the meeting and
entitled to vote, a majority of them must be voted for the proposal for it to be approved). With respect to any such proposal, you may vote in favor of or against the item or you may abstain from voting. Any proxy marked
abstain with respect to such proposal will have the effect of a vote against the proposal. As discussed above, please note that banks and brokers (and other similar record holders) that have not received voting instructions
from their clients may vote their clients shares on the ratification of the appointment of Elliott Davis.
Unless otherwise required
by the Companys Certificate of Incorporation or Amended and Restated Bylaws (Bylaws), or by the Delaware General Corporation Law or other applicable law, any other proposal that is properly brought before the Meeting will require
the affirmative vote of the majority of shares present, virtually or by proxy, and entitled to vote at the Meeting (meaning that of the shares represented at the meeting and entitled to vote, a majority of them must be voted for the
proposal for it to be approved). With respect to any such proposal, abstentions will have the same effect as a vote against the proposal, and broker non-votes will not be counted in determining
whether such proposal has received the requisite number of votes for approval.
The Companys principal executive offices are located
at 100 N. Gay Street, Auburn, Alabama 36830, and its telephone number is (334) 821-9200. The Company maintains an internet website at www.auburnbank.com.
Record Date, Solicitation and Revocability of Proxies
The Record Date for the Meeting has been set as the close of business on March 13, 2020. Accordingly, only holders of record of shares of
Common Stock on the Record Date will be entitled to vote at the Meeting. At the close of business on such date, there were approximately 3,566,146 shares of Common Stock issued and outstanding, which were held by approximately 376 shareholders of
record.
Shares of Common Stock represented by a properly executed Proxy, if such Proxy is received in time and is not revoked, will be
voted at the Meeting in accordance with the instructions indicated in such Proxy. If you properly execute and return your Proxy but do not indicate any voting instructions with respect to one or more matters to be voted upon at the Meeting, or if
your voting instructions are unclear, your shares will be voted in accordance with the recommendation of the Board of Directors as to all such matters. Specifically, your shares will be voted FOR the election of all director nominees, FOR the
advisory approval of the say-on-pay proposal, FOR the ratification of the appointment of Elliott Davis as the independent registered public accounting firm of the
Company for the fiscal year ending December 31, 2020; as well as in the discretion of the persons named as proxies on all other matters that may properly come before the Meeting.
A shareholder who has given a Proxy may revoke it at any time prior to its exercise at the Meeting by either (i) giving written notice of
revocation to the Companys Secretary, (ii) properly submitting to the Company a duly executed Proxy bearing a later date, or (iii) logging into the Meeting and voting electronically in real time. All written notices of revocation or
other communications with respect to revocation of Proxies should be addressed as follows: Auburn National Bancorporation, Inc., P.O. Box 3110, Auburn, Alabama 36831-3110, Attention: C. Wayne Alderman, Secretary.
Proxy Solicitation Costs
The cost of
soliciting Proxies for the Meeting will be paid by the Company. The Companys officers may also solicit proxies by telephone or otherwise, but will not receive additional compensation for these activities. In addition to the solicitation of
shareholders of record by mail, telephone, facsimile, or personal contact, the Company may also make arrangements with brokers, dealers, banks, or voting trustees or their nominees who can be identified as record holders
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