Farmers National Banc (FMNB) shareholders back 2026 equity plan and all 2026 meeting proposals
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Farmers National Banc Corp. shareholders approved the 2026 Equity Incentive Plan, which reserves 1,000,000 shares of common stock for equity-based awards to directors, officers, and other participants. The plan, administered by the Board’s Compensation Committee, allows grants of restricted stock, stock units, and share awards.
At the 2026 Annual Meeting, shareholders elected four Class I directors to terms ending at the 2029 meeting and passed all management proposals, including an advisory vote approving 2025 executive pay and ratification of Crowe LLP as independent auditor. Turnout was strong, with 29,654,001 shares, or about 78.58% of those entitled to vote, represented in person or by proxy.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Equity Plan Reserve: 1,000,000 shares
Shares Outstanding: 37,738,759 shares
Shares Represented: 29,654,001 shares
+4 more
7 metrics
Equity Plan Reserve
1,000,000 shares
Common stock reserved under 2026 Equity Incentive Plan
Shares Outstanding
37,738,759 shares
Common shares outstanding and entitled to vote as of February 25, 2026
Shares Represented
29,654,001 shares
Shares represented in person or by proxy at 2026 Annual Meeting
Meeting Participation
78.58%
Approximate percentage of outstanding shares represented at the 2026 Annual Meeting
Say-on-Pay Support
85.28%
Portion of shares voted that supported 2025 executive compensation advisory resolution
Auditor Ratification For Votes
29,426,210 shares
Votes for ratifying Crowe LLP as independent auditor for 2026
Plan Approval For Votes
19,530,286 shares
Votes for approving the 2026 Equity Incentive Plan
Key Terms
Equity Incentive Plan, non-binding advisory resolution, broker non-votes, independent registered public accounting firm, +1 more
5 terms
Equity Incentive Plan financial
"the shareholders of the Company approved the Company’s 2026 Equity Incentive Plan (the “Plan”)."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
non-binding advisory resolution financial
"considering and voting upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers;"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
broker non-votes financial
"29,654,001 or approximately 78.58%, of the outstanding common shares entitled to vote were represented in person or by proxy, including 6,608,999 broker non-votes."
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
"ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm 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.
restricted stock financial
"The awards available for grant under the Plan include restricted stock, stock units and share awards."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
FAQ
Which directors were elected at Farmers National Banc Corp.’s 2026 Annual Meeting?
Four Class I director nominees were elected to serve until the 2029 Annual Meeting: Gregory C. Bestic, Kevin J. Helmick, Neil J. Kaback, and Terry A. Moore. Each received more votes for than withheld, with additional broker non-votes reported on the director election proposals.