Current Report Filing (8-k)
May 16 2019 - 10:41AM
Edgar (US Regulatory)
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 16, 2019 (May 14, 2019)
AUBURN NATIONAL BANCORPORATION, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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0-26486
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63-0885779
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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100 North Gay Street, P.O. Drawer 3110, Auburn, Alabama 36831-3110
(Addresses of Principal Executive Offices, including Zip Code)
(334)
821-9200
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre commencement communications pursuant to Rule
13e-4(c)
under the
Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01
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AUBN
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Nasdaq Global
Market
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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.
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Submission of Matters to a Vote of Security Holders
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The Annual Meeting of Shareholders (the Annual Meeting) of Auburn National Bancorporation, Inc. (the Company) was held
on May 14, 2019. This meeting was held for the purpose of considering the election of 10 directors to the Board of Directors to serve
one-year
terms expiring at the Companys 2020 Annual Meeting of
Shareholders and until their successors have been elected and qualified. As to the election of 10 directors, C. Wayne Alderman, Terry Andrus, J. Tutt Barrett, Robert W. Dumas, William F. Ham, Jr., David E. Housel, Anne M. May, Amy B. Murphy, Edward
Lee Spencer, III and Patricia Wade, M.D. 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 Companys named executive officers as disclosed in the Proxy Statement and (ii) on a
non-binding,
advisory basis, recommended that the Company submit to its shareholders
non-binding,
advisory votes on the compensation of the Companys named executive officers annually.
The final voting results of the director elections, approval of compensation for the Companys named executive officers, and
selection of the frequency of the vote on the compensation of the Companys named executive officers, which were described in more detail in the Proxy Statement, are set forth below.
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1.
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Each director was elected by the following tabulation:
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Director
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Votes For
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Withheld
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C. Wayne Alderman
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1,984,101
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12,978
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Terry Andrus
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1,912,137
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84,942
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J. Tutt Barrett
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1,984,053
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13,026
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Robert W. Dumas
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1,992,753
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4,326
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William F. Ham, Jr.
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1,981,096
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15,983
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David E. Housel
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1,972,084
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24,995
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Anne M. May
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1,918,264
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78,815
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Amy B. Murphy
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1,984,394
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12,685
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Edward Lee Spencer, III
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1,992,878
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4,201
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Patricia Wade, M.D.
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1,991,202
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5,877
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2.
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The
non-binding,
advisory vote on the compensation of the
Companys named executive officers as disclosed in the proxy statement was approved by the following tabulation:
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For
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Against
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Abstain
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1,973,186
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10,157
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13,736
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3.
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The
non-binding,
advisory vote on the frequency with which the Company
should hold future
non-binding,
advisory votes on the compensation of the Companys named executive officers received the following votes:
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One Year
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Two Years
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Three Years
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Abstain
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1,872,768
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27,895
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42,252
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54,164
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Based on the recommendation of the Companys shareholders and the Board of Directors recommendation
included in the Companys proxy statement, the Company has determined to submit to its shareholders
non-binding,
advisory votes on the compensation of the Companys named executive
officers annually.
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.
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AUBURN NATIONAL BANCORPORATION, INC.
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(Registrant)
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/s/ Robert W. Dumas
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Robert W. Dumas
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Chairman, President and CEO
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Date: May 16, 2019
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