Current Report Filing (8-k)

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 14, 2020 (May 12, 2020)

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 12, 2020. 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 2021 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 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, 2020.

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.

Each director was elected by the following tabulation:


Director	Votes For	Withheld		Broker Non-Votes
C. Wayne Alderman	1,791,280		5,491	1,243,927
Terry W. Andrus	1,773,645		23,126	1,243,927
J. Tutt Barrett	1,778,228		18,543	1,243,927
Laura Cooper	1,789,331		7,440	1,243,927
Robert W. Dumas	1,779,180		17,591	1,243,927
William F. Ham, Jr.	1,791,076		5,695	1,243,927
David E. Housel	1,790,128		6,643	1,243,927
Anne M. May	1,646,132		150,639	1,243,927
Edward Lee Spencer, III	1,791,229		5,542	1,243,927

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
1,764,301	6,712	25,758	1,243,927

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, 2020 was approved and accordingly ratified by the following tabulations:


For	Against	Abstain
3,037,151	224	3,323

Item 7.01.

Regulation FD Disclosure

As disclosed during the Company’s Annual Meeting on May 12, 2020, the Company estimates that it will earn fee income of approximately $1.5 million as a result of its participation in the Coronavirus Aid, Relief, and Economic Security Act’s Paycheck Protection Program. The Company expects this fee income to be recognized over the life of the loans made under the program.

The information in Item 7.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document filed by the Company pursuant to the Securities Act of 1933, as amended, or into any other filing or document made by the Company pursuant to the Securities Exchanges Act of 1934, as amended, except as otherwise expressly stated in any such filing.

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 14, 2020

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