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Section 1: 8-K (FORM 8-K)

fncb20190515_8k.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 15, 2019

 

FNCB Bancorp, Inc.

(Exact name of registrant as specified in its Charter)

 

Pennsylvania

 

001-38408

 

23-2900790

(State or other jurisdiction

 

(Commission file number)

 

(IRS Employer

of incorporation)

 

 

 

Identification No.)

 

102 E. Drinker St., Dunmore, PA, 18512

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: 570.346.7667

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K 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))

 

 

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, indicated 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.                                                                  ☐

 

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, $1.25 par value

 

FNCB

 

Nasdaq Capital Market

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, held on May 15, 2019, the FNCB Bancorp, Inc.’s (“FNCB”) shareholders voted on: (i) the election of each of the FNCB’s three (3) nominees for Class C directors; (ii) a proposal to hold an advisory vote on the compensation of FNCB’s named executive officers; and (iii) a proposal to ratify the appointment of Baker Tilly Virchow Krause, LLP as FNCB’s independent registered public accounting firm for the year ending December 31, 2019. The results of the voting were as follows:

 

1. Proposal No. 1: Election of Directors.

 

     The shareholders of FNCB elected all of the Class C directors by the following vote:

 

Class C Nominees

For

Withheld

Broker Non-Vote

Joseph Coccia

11,970,559

589,496

4,664,175

Joseph L. DeNaples, Esq.

11,869,047

691,008

4,664,175

John P. Moses, Esq.

11,875,390

684,665

4,664,175

 

2. Proposal No. 2: Advisory vote on the compensation of FNCB’s named executive officers.

 

     The shareholders of FNCB approved, on an advisory basis, the compensation of FNCB’s named executive officers by the following vote:

 

For

Against

Abstain

Broker Non-Vote

12,273,306

168,847

117,902

4,664,175

 

3. Proposal No. 3: Ratification of the appointment of FNCB’s independent registered public accounting firm.

 

        The shareholders of FNCB ratified the appointment of Baker Tilly Virchow Krause, LLP as FNCB’s independent registered public accounting firm for the year ending December 31, 2019 by the following vote:

 

For

Against

Abstain

17,124,481

90,900

8,849

 

 

 

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.

 

 

FNCB BANCORP, INC.

 

 

 

 

 

By:

/s/ Stephanie A. Westington

 

 

Stephanie A. Westington

Senior Vice President and Controller

 

 

 

 

 

Dated: May 15, 2019

 

 

 

 

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