FARMERS NATIONAL BANC CORP /OH/ false 0000709337 0000709337 2021-03-15 2021-03-15

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

Date of Report (Date of earliest event reported): March 15, 2021

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio |  | 001-35296 |  | 34-1371693
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

20 South Broad Street, P.O. Box 555, Canfield, Ohio |  | 44406-0555
(Address of principal executive offices) |  | (Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common Stock, No Par Value |  | FMNB |  | The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 | Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On March 15, 2021, Farmers National Banc Corp. (“Farmers” or the “Company”) announced that Timothy Shaffer was promoted to Executive Vice President of the Company and Chief Credit Officer of The Farmers National Bank of Canfield, the national banking subsidiary of Farmers (the “Bank”). Mr. Shaffer previously served as Senior Vice President of the Company and Interim Chief Credit Officer of the Bank and his responsibilities are unchanged in connection with his promotion. The Company issued a press release announcing the promotion of Mr. Shaffer, a copy of which is attached as Exhibit 99.1 hereto.

Item 7.01 | Regulation FD Disclosure.

Also on March 15, 2021, Kevin J. Helmick, President and Chief Executive Officer, and Carl D. Culp, Senior Executive Vice President and Chief Financial Officer, of the Company will be presenting at an investor conference. A copy of the presentation to be used by Messrs. Helmick and Culp is attached as Exhibit 99.2 hereto.

The investor presentation is furnished herein, as part of this Item 7.01, as Exhibit 99.2. Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number |  | Description
99.1 |  | Press Release, dated March 15, 2021
99.2 |  | Investor presentation, dated March 15, 2021
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.

Farmers National Banc Corp.
By: |  | /s/ Kevin J. Helmick
|  | Kevin J. Helmick
|  | President and Chief Executive Officer

Date: March 15, 2021