CANFIELD, Ohio--(BUSINESS WIRE)--
Farmers National Banc Corp. (OTCBB: FMNB) reported today that at a
Special Meeting of Shareholders held on August 19, 2010, two proposals
recommended by the Board of Directors failed to receive the requisite
number of votes required for approval by shareholders.
Nearly 75% of outstanding shares were voted on each proposal. Of the
shares voted, over 80% were voted in favor of the proposals, resulting
in approximately 60% of outstanding shares being voted in favor of the
proposals, just below the two thirds of outstanding shares required for
approval. Preliminary voting results are represented in the chart below:
|
Proposal I - Eliminate Pre-Emptive Rights
|
|
|
|
|
|
Shares Outstanding
|
13,576,880
|
100.00
|
%
|
|
Total Voted
|
10,266,168
|
75.61
|
%
|
|
For
|
8,041,862
|
80.00
|
%
|
|
Against
|
1,885,026
|
18.75
|
%
|
|
Abstain
|
124,562
|
1.25
|
%
|
| |
|
| |
|
|
Proposal II - Change Quorum Requirements
|
|
|
|
|
|
Shares Outstanding
|
13,576,880
|
100.00
|
%
|
|
Total Voted
|
10,266,168
|
75.61
|
%
|
|
For
|
8,247,875
|
82.06
|
%
|
|
Against
|
1,670,310
|
16.62
|
%
|
|
Abstain
|
133,267
|
1.32
|
%
|
Proposal 1 would have eliminated pre-emptive rights under the Company’s
Articles of Incorporation, which would have provided it with additional
flexibility to access the capital markets in order to finance the growth
of its business and satisfy applicable capital requirements. Proposal 2
would have changed the quorum requirements under the Company’s Code of
Regulations necessary to comply with listing requirements of the Nasdaq
Capital Market (the “Nasdaq”). Management believes that listing on
Nasdaq can provide enhanced shareholder value through increased trading
activity of Farmers common shares.
John S. Gulas, President and CEO reflected on the voting process, “I am
encouraged that nearly 10,000,000 shares were voted and that 80% of
those votes were in favor of the proposals. However, I am disappointed
that a small percentage of non-participating shareholders could affect
the vote. These proposals were critical to updating 30 year old policies
that tie our hands in dealing with today’s economic environment.” Gulas
pointed out to the shareholders attending the meeting that 30 year-old
charters make it difficult to function in today’s business atmosphere.
“Thirty years ago, we didn’t have email, the internet, or cell phones.
In fact, fax machines were just being introduced,” Gulas remarked.
At the meeting Mr. Gulas also issued a statement that alternative
options will be developed to satisfy regulatory capital ratios. Gulas
stated that options may include, but not be limited to:
-
Capital growth based on retaining earnings
-
Income growth based on fee income
-
Limited asset growth due to regulatory limitations
-
A review of distribution of capital with the consideration of dividend
policy changes
-
Locking in unrealized gains on the bank’s investment portfolio
-
Additional Capital Strategies
Frank Paden, Executive Chairman of the Board, stated that “Capital
remains king. Due to a weakened economy, every bank has been asked to
live by rules that require high capital reserves. We need financial
flexibility to obtain and position capital that will ultimately lead to
greater earnings and stock value.”
Gulas stated he plans to go back to the shareholders in hopes of
ultimately passing the proposals. He states, “Because there is so much
at stake, I will continue to reach out to shareholders with clear and
transparent communication in effort to pass these critical proposals.”
Gulas adds, “In the mean time, management will continue to focus on
increased earnings to help increase shareholder value and satisfaction.
Farmers National Banc Corp. is the bank holding company for the
Farmers National Bank of Canfield, Farmers National Insurance, LLC and
Farmers Trust Company. Farmers’ operates sixteen banking offices
throughout Mahoning, Trumbull and Columbiana Counties and two trust
offices located in Youngstown and Howland. The bank offers a wide range
of banking and investment services to companies and individuals, and
maintains a website at www.farmersbankgroup.com.
This release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements express management’s current expectations, forecasts of
future events or long-term goals and, by their nature, are subject to
assumptions, risks and uncertainties. Actual results could differ
materially from those indicated. The Company refers you to its current
and periodic reports filed with the Securities and Exchange Commission
for additional discussion of these assumptions, risks and uncertainties.
Forward-looking statements speak only as of the date on which they are
made. The Company undertakes no obligation to update forward-looking
statements, whether as a result of new information, future events or
otherwise, except as may be required by law.
Source: Farmers National Banc Corp.
Contact:
Farmers National Banc Corp.
Amber Wallace, Office: 330-720-8427
Senior
Vice President, Marketing
Cell: 330-720-6441
awallace@farmersbankgroup.com