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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):  April 25, 2017

LCNB CORP.

(Exact name of Registrant as specified in its Charter)



Ohio

 

001-35392

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)









Item 5.07     Submission of Matters to a Vote of Security Holders.


The Annual Meeting of the shareholders of LCNB was held on April 25, 2017.  At the meeting, the following items were voted on by the shareholders of LCNB:  

1.  Electing two Class III directors for a three-year term;

2.  Advisory vote approving the compensation of our named executive officers;

3.

Advisory vote regarding the frequency of our vote on executive compensation;

4.

Ratifying the appointment of BKD, LLP as the independent registered accounting firm for LCNB for the fiscal year ending December 31, 2017.

The following nominees were elected as Class III directors by the votes indicated below. In addition to the votes reported below, there were 1,854,956 broker non-votes on the proposal for the election of each director.


 

 

 

 

 

Director

 

For

 

Withheld

William F. Kaufman

 

5,403,450

 

846,026

George L. Leasure

 

5,455,051

 

738,625


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 1,854,956 broker non-votes on this proposal.

For

Abstain


5,895,811


353,664


The outcome of the advisory vote regarding the frequency of our vote on executive compensation is indicated below.

1 Year

2 Years

3 Years

Abstain

Non-Vote


2,975,597


180,986


2,826,817


222,893


1,854,956


The ratification of the appointment of BKD, LLP 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

Abstained


7,930,728


27,881


173,763


 

 

 

 

 





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: April 26, 2017

 

 

By:  /s/ Robert C. Haines II

 

 

 

 

 

 

 

 

 Robert C. Haines II

 Chief Financial Officer