---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-110489"
form_type: "8-K"
ticker: "FMNB"
cik: "0000709337"
company_name: "FARMERS NATIONAL BANC CORP /OH/"
filed_at: "2023-04-21T23:59:59+00:00"
generated_at: "2026-06-16T21:49:59.475324+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Shareholders elect all four director nominees, approve say-on-pay and auditor at 2023 annual meeting

## Summary
- All four Class I director nominees elected; votes for ranged from 15.98M (Moore) to 21.46M (Kaback).
- Advisory vote on exec compensation approved with 82.9% support (18.35M for, 1.23M against).
- Shareholders recommended annual say-on-pay frequency: 17.38M for 1-year, 824k for 2-year, 1.7M for 3-year.
- Ratification of Crowe LLP as auditor passed with 27.99M votes for, 140k against, 232k abstain.
- Turnout was 74.81% (28.35M shares represented) with 6.22M broker non-votes.

## SEC filing metadata
- accession: 0001193125-23-110489
- form_type: 8-K
- ticker: FMNB
- cik: 0000709337
- company_name: FARMERS NATIONAL BANC CORP /OH/
- filed_at: 2023-04-21T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/709337/000119312523110489/0001193125-23-110489-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/709337/000119312523110489/d465718d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-110489
- JSON: https://secwatch.observer/filing/0001193125-23-110489.json
- Plain text: https://secwatch.observer/filing/0001193125-23-110489.txt

## Key facts
- Shareholder Votes
  FARMERS NATIONAL BANC CORP /OH/ shareholders approved Election of four Class I directors to serve three-year terms ending at the 2026 Annual Meeting at the 2023-04-20 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-20
  source text: Proposal 1: The Company’s shareholders elected the following nominees for director to serve a three-year term ending at the 2026 Annual Meeting of Shareholders: Name Votes For Votes Withheld Broker Non-Votes Gregory C. Bestic 21,075,820 1,057,852 6,224,045 Kevin J. Helmick 19,899,768 2,235,791 6,224,045 Neil J. Kaback 21,457,871 677,688 6,224,045 Terry A. Moore 15,975,748 6,159,811 6,224,045
  evidence_url: https://www.sec.gov/Archives/edgar/data/709337/000119312523110489/0001193125-23-110489-index.htm
- Shareholder Votes
  FARMERS NATIONAL BANC CORP /OH/ shareholders approved Non-binding advisory vote on the frequency of holding future advisory votes on executive compensation at the 2023-04-20 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-20
  source text: Proposal 2: The Company’s shareholders recommended, on an advisory basis, a frequency of “one year” for holding future advisory votes on executive compensation: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 17,375,478 824,043 1,699,937 2,236,100 6,224,045
  evidence_url: https://www.sec.gov/Archives/edgar/data/709337/000119312523110489/0001193125-23-110489-index.htm
- Shareholder Votes
  FARMERS NATIONAL BANC CORP /OH/ shareholders approved Ratification of the appointment of Crowe LLP as the independent registered public accounting firm for fiscal year 2023 at the 2023-04-20 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-20
  source text: Proposal 4: The Company’s shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023: Votes For Votes Against Abstentions Broker Non-Votes 27,987,266 140,172 232,166 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/709337/000119312523110489/0001193125-23-110489-index.htm
- Shareholder Votes
  FARMERS NATIONAL BANC CORP /OH/ shareholders approved Non-binding advisory vote to approve the compensation of the Company's named executive officers at the 2023-04-20 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-20
  source text: Proposal 3: The Company’s shareholders approved an advisory vote on the 2022 compensation paid to the Company’s named executive officers, with 82.90% of shares voted being cast in favor of the proposal: Votes For Votes Against Abstentions Broker Non-Votes 18,352,890 1,226,154 2,556,516 6,224,045
  evidence_url: https://www.sec.gov/Archives/edgar/data/709337/000119312523110489/0001193125-23-110489-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.