Financial services

ORRSTOWN FINANCIAL SERVICES INC: Submission of Matters to a Vote of Securityholders, Financial Statements and Exhibits (Form 8-K)

Section 5.07 Submission of Matters to a Vote of Securityholders.

On April 26, 2022, Orrstown Financial Services, Inc. (the “Corporation”) held its annual meeting of shareholders and appreciates their feedback. The Board of Directors will carefully review the voting results of the Annual Meeting and will continue to engage with our shareholders on these important matters.

Here is a record of the votes on each question presented at the annual meeting.

(1) Elect five Class B directors for three-year terms expiring in 2025.

On average, 90% of the votes cast were granted to each of the five candidates for election to the Company’s Board of Directors.

Nominee                     For      Withheld    Broker Non-Vote
Mark K. Keller           6,674,520    492,596       1,193,341
Meera R. Modi            6,691,335    475,781       1,193,341
Thomas R. Quinn, Jr.     6,711,193    455,923       1,193,341
Michael J. Rice          6,370,730    796,386       1,193,341
Glenn W. Snoke           5,915,585   1,251,531      1,193,341


(2) Approve the amendment to 2011 Orrstown Financial Services, Inc. Stock incentive plan.

Approximately 90% of the votes cast for or against the proposal were cast to approve the amendment to the 2011 Orrstown Financial Services, Inc. Stock incentive plan.


    For       Against     Abstain    Broker Non-Vote
 6,204,669    723,795     238,652       1,193,341



(3) Approve a non-binding advisory vote regarding the compensation paid to our executive officers (“Say-On-Pay”).

Approximately 89% of the votes cast for or against the proposal were cast to approve, on an advisory basis, the compensation of the Corporation’s Named Executive Officers.


    For       Against     Abstain    Broker Non-Vote
 5,837,855    756,525     572,736       1,193,341



(4) Ratify the selection by the Audit Committee of the Crowe srl as the registered independent public accounting firm of the Company for the year ending
December 31, 2022.

Approximately 97% of the votes cast for or against the proposal were cast to ratify the appointment of the Crowe srl as a registered independent accounting firm for the Company.

For Against Abstain

8,039,597 271,019 49,841

There was no non-vote from brokers on the ratification of the registered independent accounting firm.

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Item 9.01  Financial Statements and Exhibits
(d)  Exhibits

The following exhibit is provided as part of this current report on Form 8-K:

           Exhibit No.           Description

                                 Cover Page Interactive Data File (embedded within the inline XBRL
           104                   document)


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