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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 22, 2025 (May 19, 2025)
 
 
LCNB CORP.
(Exact name of Registrant as specified in its Charter)
 
 
Ohio
  
001-35292
  
31-1626393
(State or other jurisdiction
of incorporation)
  
(Commission File No.)
  
(IRS Employer
Identification Number)
 
 
2 North Broadway, Lebanon, Ohio
  
45036
  
(Address of principal executive offices)
  
(Zip Code)
  
 
Registrant’s telephone number, including area code: (513) 932-1414
 
N/A
(Former name or former address, if changed since last report)
 
 
 
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 (see General Instruction A.2. below):
 
☐
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 shares, no par value
LCNB
NASDAQ Capital 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 the shareholders of LCNB was held on May 19, 2025. At the meeting, the following items were voted on by the shareholders of LCNB:
 
 
1.
Electing four Class II directors for a three-year term;
 
 
2.
Advisory vote approving the compensation of our named executive officers;
 
 
3.
Ratifying the appointment of Plante & Moran, PLLC as the independent registered accounting firm for LCNB for the fiscal year ending December 31, 2025;
 
 
4.
Approving the 2025 Ownership Incentive Plan; and
 
 
5.
A vote on a non-binding shareholder proposal recommending that the board of directors take all necessary steps to promptly effectuate a sale of LCNB.
 
The following nominees were elected as Class II directors by the votes indicated below. In addition to the votes reported below, there were 2,746,933 broker non-votes on the proposal for the election of each director.
 
Director
For
Withheld
Steve P. Foster
6,891,767
636,337
Anne E. Krehbiel
6,806,246
721,858
Michael J. Johrendt
6,766,596
761,508
Takeitha W. Lawson
6,878,370
649,734
     
 
The outcome of the advisory vote approving the compensation of our named executive officers is indicated below. In addition to the votes reported below, there were 2,746,933 broker non-votes on this proposal.
 
For
Against
Abstain
6,482,456
691,931
353,717
 
The ratification of the appointment of Plante & Moran, PLLC as the independent registered accounting firm for LCNB was approved by the votes indicated below.  There were no broker non-votes on this proposal.
 
For
Against
Abstain
10,036,373
185,010
53,654
 
The 2025 Ownership Incentive Plan was approved by the votes indicated below.  In addition to the votes reported below, there were 2,746,933 broker non-votes on this proposal.
 
For
Against
Abstain
6,591,082
584,669
352,353
 
The outcome on the non-binding shareholder proposal recommending that the board of directors take all necessary steps to promptly effectuate a sale of LCNB is indicated below. The non-binding shareholder proposal did not receive the requisite affirmative votes for approval.  In addition to the votes reported below, there were 2,746,933 broker non-votes on this proposal.
 
For
Against
Abstain
685,299
6,775,288
67,517
 
 
 
 
SIGNATURES
 
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 thereunto duly authorized.
 
 
LCNB CORP.
       
Date: May 22, 2025
By:
/s/ Robert C. Haines II
 Robert C. Haines II
 Chief Financial Officer