AUBURN NATIONAL BANCORPORATION, INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

Edgar Glimpses |

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 . This meeting was held for the purpose of considering the election of 10 directors to the Board of Directors to serve one-year terms expiring at the Company's 2020 Annual Meeting of Shareholders and until their successors have been elected and qualified. As to the election of 10 directors, C. Wayne Alderman, Terry Andrus, J. Tutt Barrett, Robert W. Dumas, William F. Ham, Jr., David E. Housel, Anne M. May, Amy B. Murphy, Edward Lee Spencer, III and Patricia Wade, M.D. 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 and (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.

The final voting results of the director elections, approval of compensation for the Company's "named executive officers", and selection of the frequency of the vote on the compensation of the Company's "named executive officers", which were described in more detail in the Proxy Statement, are set forth below.



  1. Each director was elected by the following tabulation:




                          Director           Votes For   Withheld
                   C. Wayne Alderman         1,984,101    12,978
                   Terry Andrus              1,912,137    84,942
                   J. Tutt Barrett           1,984,053    13,026
                   Robert W. Dumas           1,992,753    4,326
                   William F. Ham, Jr.       1,981,096    15,983
                   David E. Housel           1,972,084    24,995
                   Anne M. May               1,918,264    78,815
                   Amy B. Murphy             1,984,394    12,685
                   Edward Lee Spencer, III   1,992,878    4,201
                   Patricia Wade, M.D.       1,991,202    5,877




    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
                           1,973,186   10,157    13,736




    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
                    1,872,768    27,895       42,252      54,164

Based on the recommendation of the Company's shareholders and the Board of Director's recommendation included in the Company's proxy statement, the Company has determined to submit to its shareholders non-binding, advisory votes on the compensation of the Company's "named executive officers" annually.

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