Shareholders back directors and pay at LCNB (NASDAQ: LCNB) 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

LCNB Corp. reported results of its annual shareholder meeting held on April 27, 2026. Shareholders elected four Class III directors, with support ranging from 7,511,322 to 7,693,155 votes "for" each nominee and 2,991,146 broker non-votes recorded on the director proposals.

Shareholders also approved, on an advisory basis, the compensation of LCNB’s named executive officers, with 7,082,511 votes "for", 412,126 "against" and 363,847 "abstain", plus 2,991,146 broker non-votes. In addition, they ratified the appointment of Plante & Moran, PLLC as LCNB’s independent registered accounting firm, with 10,679,369 votes "for", 71,764 "against" and 98,497 "abstain".

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 (high): 7,693,155 votes Director votes (low): 7,511,322 votes Broker non-votes on directors: 2,991,146 shares +3 more

6 metrics

Director votes (high) 7,693,155 votes For election of William G. Huddle as Class III director

Director votes (low) 7,511,322 votes For election of William H. Kaufman as Class III director

Broker non-votes on directors 2,991,146 shares Broker non-votes on each director election proposal

Say-on-pay support 7,082,511 votes For advisory approval of named executive officer compensation

Auditor ratification for votes 10,679,369 votes For ratification of Plante & Moran, PLLC as independent accounting firm

Auditor ratification against votes 71,764 votes Against ratification of Plante & Moran, PLLC

Key Terms

broker non-votes, named executive officers, independent registered accounting firm, Annual Meeting of the shareholders

4 terms

broker non-votes financial

"there were 2,991,146 broker non-votes on the proposal for the election of each director"

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.

named executive officers financial

"The outcome of the advisory vote approving the compensation of our named executive officers is indicated below"

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.

independent registered accounting firm financial

"The ratification of the appointment of Plante & Moran, PLLC as the independent registered accounting firm for LCNB was approved"

Annual Meeting of the shareholders financial

"The Annual Meeting of the shareholders of LCNB was held on April 27, 2026"

A yearly meeting where a company’s shareholders gather (in person or virtually) to receive reports on results, ask questions, and vote on key matters such as electing directors, approving executive pay and major corporate actions. It matters to investors because the outcomes shape who runs the company and what direction it takes—like a homeowners’ association meeting where residents vote on rules and leaders that affect property value and upkeep.

Understanding 8-K Material Events →

04/30/2026 - 08:15 AM

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 30, 2026 (April 27, 2026)

LCNB CORP.

(Exact name of Registrant as specified in its Charter)

Ohio	001-35292	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)

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 (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))

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 shares, no par value	LCNB	NASDAQ Capital 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 the shareholders of LCNB was held on April 27, 2026. At the meeting, the following items were voted on by the shareholders of LCNB:

Electing Class III to serve until the 2029 annual meeting;

Advisory vote approving the compensation of our named executive officers; and

Ratifying the appointment of Plante & Moran, PLLC as the independent registered accounting firm for LCNB for the fiscal year ending December 31, 2026.

The following nominees were elected as Class III directors by the votes indicated below. In addition to the votes reported below, there were 2,991,146 broker non-votes on the proposal for the election of each director.

Director	For	Withheld
William H. Kaufman	7,511,322	347,162
Mary E. Bradford	7,523,665	334,819
William G. Huddle	7,693,155	165,329
Craig M. Johnson	7,525,388	333,096

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 2,991,146 broker non-votes on this proposal.

For	Against	Abstain
7,082,511	412,126	363,847

The ratification of the appointment of Plante & Moran, PLLC 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	Abstain
10,679,369	71,764	98,497

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 30, 2026	By: /s/ Andrew Wallace
	Andrew Wallace Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did LCNB (LCNB) announce from its April 27, 2026 shareholder meeting?

LCNB reported the results of its April 27, 2026 annual shareholder meeting. Investors learned which Class III directors were elected, how shareholders voted on executive compensation, and that Plante & Moran, PLLC was ratified as the independent registered accounting firm.

Which directors were elected at LCNB (LCNB)’s 2026 annual meeting and with how many votes?

Four Class III directors were elected: William H. Kaufman, Mary E. Bradford, William G. Huddle, and Craig M. Johnson. Each received between 7,511,322 and 7,693,155 votes "for", with additional broker non-votes of 2,991,146 recorded on each election proposal.

How did LCNB (LCNB) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of LCNB’s named executive officers. There were 7,082,511 votes "for", 412,126 "against", 363,847 "abstain", and 2,991,146 broker non-votes, indicating overall support for the company’s current executive pay program.

Was LCNB (LCNB)’s independent auditor ratified at the 2026 shareholder meeting?

Yes. Shareholders ratified the appointment of Plante & Moran, PLLC as LCNB’s independent registered accounting firm. The ratification received 10,679,369 votes "for", 71,764 "against", and 98,497 "abstain", and there were no broker non-votes on this proposal.

Were there broker non-votes in the 2026 LCNB (LCNB) shareholder meeting results?

Yes. There were 2,991,146 broker non-votes on each director election and on the advisory vote regarding named executive officer compensation. The auditor ratification proposal had no broker non-votes, reflecting that it was considered a routine matter for voting purposes.

Filing Exhibits & Attachments

4 documents