Item 5.07Item 5.07 - Submission of Matters to Vote
ITEM 5.07
Submission of Matters to a Vote of Security Holders
On May 5, 2026, ACNB Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 10,353,502 shares of the Company’s common stock were entitled to vote as of March 9, 2026, the record date for the Annual Meeting. There were 7,870,598 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on six (6) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results for each such proposal.
Proposal No. 1 - To Elect Class 3 Directors
The shareholders voted to elect four (4) Class 3 Directors to serve for terms of three (3) years and until their successors are elected and qualified. The results of the vote were as follows:
Nominee For Against Abstain Broker Non-Votes
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Kimberly S. Chaney 5,624,787 484,812 31,077 1,739,044
Frank Elsner, III 5,698,356 390,323 51,997 1,739,044
James P. Helt 5,706,078 371,452 63,146 1,739,044
John M. Polli 5,729,393 364,505 46,778 1,739,044
Proposal No. 2 - To Conduct a Non-Binding Vote on Executive Compensation
The shareholders voted to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers. The results of the vote were as follows:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────
5,759,093 300,172 81,411 1,739,044
Proposal No. 3 - To Approve and Adopt an Amendment to the Articles of Incorporation to Increase the Authorized Number of Shares of Common Stock
The shareholders voted to approve and adopt an amendment to the Amended and Restated Articles of Incorporation to increase the authorized number of shares of common stock from 20,000,000 to 40,000,000. The results of the vote were as follows:
For Against Abstain Broker Non-Votes
───────────────────────────────────────────────────────────────
6,586,214 1,224,120 69,386 —
Proposal No. 4 - To Approve and Adopt an Amendment to the Articles of the Incorporation to Authorize Uncertificated Shares
The shareholders voted to approve and adopt an amendment to the Amended and Restated Articles of Incorporation to authorized uncertificated shares. The results of the vote were as follows:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────
5,695,550 362,506 82,620 1,739,044
Proposal No. 5 - To Approve, Adopt and Ratify the ACNB Corporation Employee Stock Purchase Plan
The shareholders voted to approve, adopt and ratify the ACNB Corporation Employee Stock Purchase Plan. The results of the vote were as follows:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────
5,978,500 115,628 46,548 1,739,044
Proposal No. 6 - To Ratify the Selection of Crowe LLP as ACNB Corporation’s Independent Registered Public Accounting Firm
The shareholders voted to ratify the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:
For Against Abstain
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7,807,001 47,897 24,822