UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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 13, 2025. This meeting considered the election of 11 directors to the Board of Directors to serve one-year terms expiring at the Company’s 2026 Annual Meeting of Shareholders and until their successors have been elected and qualified. As to the election of 11 directors, C. Wayne Alderman, Terry W. Andrus, J. Tutt Barrett, Laura J. Cooper, Robert W. Dumas, William F. Ham, Jr., David A. Hedges, David E. Housel, Michael A. Lawler, Anne M. May, and Sandra J. Spencer were all 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, (ii) on a non-binding, advisory basis, recommended that the Company submit to its shareholders non-binding, advisory votes on the compensation of the Company’s “named executive officers” annually, (iii) an amendment to the Company’s Certificate of Incorporation to limit the liability of officers as permitted by the Delaware General Corporation Law, and (iv) ratified the appointment of Elliott Davis LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025.
The final voting results of the director elections, and other proposals voted on at the Annual Meetings are set forth below.
| 1. | Each of the 11 nominees for director was elected by the following tabulation: |
| Director |
Votes For | Withheld | Broker Non-Votes | |||||||||
| C. Wayne Alderman |
1,459,979 | 27,707 | 1,124,499 | |||||||||
| Terry W. Andrus |
1,433,486 | 54,200 | 1,124,499 | |||||||||
| J. Tutt Barrett |
1,445,053 | 42,634 | 1,124,499 | |||||||||
| Laura J. Cooper |
1,456,718 | 30,969 | 1,124,499 | |||||||||
| Robert W. Dumas |
1,456,757 | 30,929 | 1,124,499 | |||||||||
| William F. Ham, Jr. |
1,456,139 | 31,548 | 1,124,499 | |||||||||
| David A. Hedges |
1,464,128 | 23,559 | 1,124,499 | |||||||||
| David E. Housel |
1,450,603 | 37,084 | 1,124,499 | |||||||||
| Michael A. Lawler |
1,462,817 | 24,870 | 1,124,499 | |||||||||
| Anne M. May |
1,441,288 | 46,399 | 1,124,499 | |||||||||
| Sandra J. Spencer |
1,461,677 | 26,010 | 1,124,499 | |||||||||
| 2. | 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 | |||
| 1,429,238 | 42,206 | 16,242 | 1,124,499 |
| 3. | The non-binding, advisory vote on the frequency with which the Company should hold future non-binding, advisory votes on the compensation of the Company’s “named executive officers” received the following votes: |
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes | ||||
| 1,442,584 | 753 | 40,835 | 3,515 | 1,124,499 |
| 4. | The approval of the amendment to the Company’s Certificate of Incorporation to limit the liability of officers as permitted by the Delaware General Corporation Law: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 1,437,845 | 47,159 | 2,682 | 1,124,499 |
| 5. | 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, 2025 was approved and accordingly ratified by the following tabulation: |
| For |
Against |
Abstain | ||
| 2,575,859 | 25,292 | 11,034 |
Consistent with its recommendation to the shareholders and the shareholder vote on the proposal on the frequency of the non-binding, advisory votes on the compensation of the Company’s “named executive officers,” the Company will include such a proposal in its proxy materials for its annual meeting of shareholders in 2026.
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 15, 2025