Farmers National Banc Corp.

04/19/2024 | Press release | Distributed by Public on 04/19/2024 14:07

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07

Submission of Matters to a Vote of Security Holders.

On April 18, 2024, the Company held its 2024 Annual Meeting of Shareholders ("2024 Annual Meeting") for the purposes of: (1) electing four Class II directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2027; (2) considering and voting upon a non-bindingadvisory resolution to approve the compensation of the Company's named executive officers; and (3) considering and voting upon a proposal to ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. As of the close of business on March 5, 2024, the record date for the 2024 Annual Meeting, 37,545,864 common shares were outstanding and entitled to vote. At the Annual Meeting, 28,908,480 or approximately 77.00%, of the outstanding common shares entitled to vote were represented in person or by proxy, including 6,356,143 broker non-votes.The results of the voting at the 2024 Annual Meeting are as follows:

Proposal 1: The Company's shareholders elected the following nominees for director to serve a three-year term ending at the 2027 Annual Meeting of Shareholders:

Name

Votes For Votes Withheld Broker Non-Votes

David Z. Paull

21,589,217 963,120 6,356,143

Gina A. Richardson

21,539,653 1,012,684 6,356,143

Andre Thornton

18,360,236 4,192,101 6,356,143

Nicholas Varischetti

18,309,090 4,242,967 6,356,143

Proposal 2:The Company's shareholders approved an advisory vote on the 2023 compensation paid to the Company's named executive officers, with 84.47% of shares voted being cast in favor of the proposal:

Votes For

Votes Against

Abstentions

Broker Non-Votes

19,049,649 2,778,583 724,106 6,356,143

Proposal 3: The Company's shareholders ratified the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024:

Votes For

Votes Against

Abstentions

Broker Non-Votes

28,419,736 223,696 265,048 0