ACNB Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$ACNB
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 14, 2025
(Exact name of Registrant as specified in its charter)
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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):
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).
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Securities registered pursuant to Section 12(b) of the Act:
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CURRENT REPORT ON FORM 8-K
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 14, 2025, the Boards of Directors of ACNB Corporation (the “Corporation”) and ACNB Bank (the “Bank”), upon the recommendation of the Compensation Committee of the Boards of Directors of the Corporation and the Bank, granted the following Executive Officers of ACNB Corporation, all of whom are employed by ACNB Bank, awards of restricted stock (“Variable Equity Awards”) pursuant to the ACNB Bank Variable Compensation Plan and the ACNB Corporation 2018 Omnibus Stock Incentive Plan (the “Plans”). The form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for employees (the “Employee Award Agreement”) sets forth the material terms of a Variable Equity Award including the applicable time-based vesting terms, the treatment of unvested shares of restricted stock upon termination of employment, and the forfeiture restrictions in the event the recipient’s employment with ACNB Bank is terminated.
Name | Title | Shares of Restricted Stock Awarded | ||||||
James P. Helt | President & Chief Executive Officer | 7,733.3253 | ||||||
Jason H. Weber | Executive Vice President/Treasurer & Chief Financial Officer | 3,339.1399 | ||||||
Douglas A. Seibel | ACNB Bank Executive Vice President/Chief Lending Officer | 3,038.3767 | ||||||
Laurie L. Laub | ACNB Bank Executive Vice President/Chief Credit Officer | 3,179.7214 | ||||||
| Brett D. Fulk | ACNB Bank Executive Vice President/Chief Strategy Officer | 3,142.5560 | ||||||
Subject to earlier forfeiture or accelerated vesting under circumstances described in the Employee Award Agreement, one-third (1/3) of the recipient’s Variable Equity Award shall be 100% vested as of the date of grant, with the next one-third (1/3) 100% vested as of January 1, 2026, and the final one-third (1/3) 100% vested as of January 1, 2027.
The Variable Equity Awards are subject to the terms of the Plans and the terms of each recipient’s Employee Award Agreement. The ACNB Bank Variable Compensation Plan, the ACNB Corporation 2018 Omnibus Stock Incentive Plan, and the form of Employee Award Agreement are filed herewith as Exhibits 99.1, 99.2, and 99.3, respectively, and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
99.1 ACNB Bank Variable Compensation Plan effective January 1, 2014, as amended. (Incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 14, 2022.)
99.2 ACNB Corporation 2018 Omnibus Stock Incentive Plan. (Incorporated by reference to Exhibit A of the Registrant’s Proxy Statement on Schedule 14A, filed with the Commission on March 27, 2018.)
99.3 Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Employees dated as of March 14, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
ACNB CORPORATION (Registrant) | |||||||||||
| Dated: | March 19, 2025 | /s/ Kevin J. Hayes | |||||||||
| Kevin J. Hayes | |||||||||||
| Senior Vice President/ | |||||||||||
| General Counsel, Secretary & Chief Governance Officer | |||||||||||