Auburn National (NASDAQ: AUBN) shareholders approve directors, pay plan and 2026 auditor

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Auburn National Bancorporation, Inc. reported the results of its Annual Meeting of Shareholders held on May 12, 2026. Shareholders elected 12 directors to one-year terms ending at the 2027 annual meeting, with each nominee receiving over 1.39 million votes in favor and relatively few votes withheld.

Investors also approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with 1,340,846 votes for, 52,537 against, 17,852 abstentions and 1,200,566 broker non-votes. In addition, shareholders ratified the appointment of Elliott Davis LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026, by a vote of 2,604,281 for, 7,289 against and 231 abstentions.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director votes example: 1,405,433 votes for Broker non-votes on directors: 1,200,566 broker non-votes Say-on-pay support: 1,340,846 votes for +3 more

6 metrics

Director votes example 1,405,433 votes for Sandra J. Spencer director election

Broker non-votes on directors 1,200,566 broker non-votes Each director election at 2026 annual meeting

Say-on-pay support 1,340,846 votes for Advisory vote on executive compensation

Say-on-pay opposition 52,537 votes against Advisory vote on executive compensation

Auditor ratification support 2,604,281 votes for Ratification of Elliott Davis LLC for 2026

Auditor ratification opposition 7,289 votes against Ratification of Elliott Davis LLC for 2026

Key Terms

Annual Meeting of Shareholders, non-binding, advisory basis, named executive officers, broker non-votes, +1 more

5 terms

Annual Meeting of Shareholders financial

"The Annual Meeting of Shareholders (the “Annual Meeting”) of Auburn National Bancorporation, Inc. was held on May 12, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

non-binding, advisory basis financial

"the shareholders (i) approved, on a non-binding, advisory basis, the compensation of the Company’s “named executive officers”"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

named executive officers financial

"approved, on a non-binding, advisory basis, the compensation of the Company’s “named executive officers” as disclosed in the Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes 1,340,846 | 52,537 | 17,852 | 1,200,566"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of Elliott Davis LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/13/2026 - 05:07 PM

FAQ

What did Auburn National Bancorporation (AUBN) shareholders decide at the 2026 annual meeting?

Shareholders elected 12 directors to one-year terms, approved executive compensation on a non-binding advisory basis, and ratified Elliott Davis LLC as auditor for 2026. All proposals received strong support, indicating broad backing for current leadership and governance practices.

How did Auburn National (AUBN) shareholders vote on director elections in 2026?

All 12 director nominees were elected, each receiving about 1.39 million votes for and relatively few withheld votes. There were 1,200,566 broker non-votes recorded for each director, reflecting shares not voted on these matters by intermediaries.

Was Auburn National Bancorporation’s (AUBN) 2026 say-on-pay proposal approved?

Yes. The advisory vote on named executive officer compensation passed with 1,340,846 votes for, 52,537 against, and 17,852 abstentions, plus 1,200,566 broker non-votes. This outcome signals shareholder support for the company’s current executive pay structure.

Which audit firm did Auburn National (AUBN) shareholders ratify for fiscal 2026?

Shareholders ratified Elliott Davis LLC as Auburn National’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 2,604,281 votes for, 7,289 against, and 231 abstentions, indicating strong approval of the chosen auditor.

How many broker non-votes occurred at Auburn National’s 2026 annual meeting?

For director elections and the say-on-pay proposal, there were 1,200,566 broker non-votes. Broker non-votes arise when intermediaries hold shares but are not instructed how to vote on non-routine proposals, so those shares are not counted as for or against.

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): May 13, 2026 (May 12, 2026)

AUBURN NATIONAL BANCORPORATION, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

0-26486

63-0885779

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 North Gay Street, P.O. Drawer 3110, Auburn, Alabama 36831-3110

(Addresses of Principal Executive Offices, including Zip Code)

(334) 821-9200

(Registrant’s Telephone Number, including Area Code)

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:

☐	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 Stock, par value $0.01

AUBN

Nasdaq Global 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 Shareholders (the “Annual Meeting”) of Auburn National Bancorporation, Inc. (the “Company”) was held on May 12, 2026. This meeting considered the election of 12 nominees to serve on the Board of Directors for one-year terms expiring at the Company’s 2027 Annual Meeting of Shareholders and until their successors have been elected and qualified. C. Wayne Alderman, Terry W. Andrus, J. Tutt Barrett, Walton T. Conn, Jr., Robert W. Dumas, Jeffrey J. Evans, William F. Ham, Jr., David A. Hedges, David E. Housel, Michael A. Lawler, Anne M. May, and Sandra J. Spencer, all of the nominees, were elected to the Board of Directors. In addition, at the Annual Meeting, the shareholders (i) approved, on a non-binding, advisory basis, the compensation of the Company’s “named executive officers” as disclosed in the Proxy Statement, and (ii) ratified the appointment of Elliott Davis LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.

The final voting results of the director elections, and other proposals voted on at the Annual Meetings are set forth below.

Each of the 12 nominees for director was elected by the following tabulation:


Director	Votes For		Withheld		Broker Non-Votes
C. Wayne Alderman		1,390,512		20,723		1,200,566
Terry W. Andrus		1,387,908		23,327		1,200,566
J. Tutt Barrett		1,395,139		16,096		1,200,566
Walton T. Conn, Jr.		1,396,126		15,109		1,200,566
Robert W. Dumas		1,405,268		5,967		1,200,566
Jeffrey J. Evans		1,396,149		15,086		1,200,566
William F. Ham, Jr.		1,390,507		20,728		1,200,566
David A. Hedges		1,401,372		9,683		1,200,566
David E. Housel		1,392,377		18,858		1,200,566
Michael A. Lawler		1,396,126		15,109		1,200,566
Anne M. May		1,397,307		13,928		1,200,566
Sandra J. Spencer		1,405,433		5,802		1,200,566

The non-binding, advisory vote on the compensation of the Company’s “named executive officers” as disclosed in the proxy statement was approved by the following tabulation:


For	Against	Abstain	Broker Non-Votes
1,340,846	52,537	17,852	1,200,566

Ratification of the appointment of Elliott Davis LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 was approved and accordingly ratified by the following tabulation:


For	Against	Abstain
2,604,281	7,289	231

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 hereunto duly authorized.

AUBURN NATIONAL BANCORPORATION, INC.

(Registrant)

/s/ David A. Hedges

David A. Hedges

President and CEO

Date: May 13, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents