Orrstown Financial Services Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ORRF
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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.
On May 6, 2025, Orrstown Financial Services, Inc. (the “Company”) held its annual meeting of shareholders and values their feedback. The Board of Directors will carefully consider the voting results of the annual meeting and will continue to engage with our shareholders on these important issues.
The following is a record of the vote on each matter presented at the annual meeting.
(1) Elect five directors to Class B for three year terms expiring in 2028.
An average of 92.47% of the votes cast were voted for each of the five nominees for election to the Company’s Board of Directors.
| Nominee | For | Withheld | Broker Non-Vote | ||||||||
| Barbara E. Brobst | 12,110,740 | 391,587 | 2,526,007 | ||||||||
| Mark K. Keller | 11,803,383 | 698,944 | 2,526,007 | ||||||||
| J. Rodney Messick | 11,131,762 | 1,370,565 | 2,526,007 | ||||||||
| Thomas R. Quinn, Jr. | 11,955,552 | 546,775 | 2,526,007 | ||||||||
| Michael J. Rice | 10,809,103 | 1,693,224 | 2,526,007 | ||||||||
(2) Approve a non-binding advisory vote regarding the compensation paid to our Named Executive Officers ("Say-On-Pay).
90.28% of the votes cast for or against the proposal were voted to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 10,918,200 | 1,174,269 | 409,858 | 2,526,007 | ||||||||
(3) Approve the Orrstown Financial Services, Inc. 2025 Stock Incentive Plan.
94.54% of the votes cast for or against the proposal were voted to approve the amendment to the 2025 Orrstown Financial Services, Inc. Stock Incentive Plan.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 11,593,567 | 669,355 | 239,405 | 2,526,007 | ||||||||
(4) Ratify the Audit Committee’s selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
98.89% of the votes cast for or against the proposal were voted to ratify the appointment of Crowe LLP as the independent registered public accounting firm for the Company.
| For | Against | Abstain | |||||||||
| 14,650,317 | 163,387 | 214,630 | |||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
| Exhibit No. | Description | |||||||
| 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 Report to be signed on its behalf by the undersigned hereunto duly authorized. | |||||||||||
| ORRSTOWN FINANCIAL SERVICES, INC. | |||||||||||
| Date: May 7, 2025 | By: | /s/ Neelesh Kalani | |||||||||
Neelesh Kalani Executive Vice President and Chief Financial Officer (Duly Authorized Representative) | |||||||||||