EX-99.2 3 tm2015304d5_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

PRESS RELEASE

FOR IMMEDIATE RELEASE

| Contact: | Lynda L. Glass
|  | EVP/Secretary &
|  | Chief Governance Officer
|  | 717.339.5085
|  | lglass@acnb.com

ACNB CORPORATION HOLDS

2020 ANNUAL MEETING OF SHAREHOLDERS

GETTYSBURG, PA, May 7, 2020 --- The 2020 Annual Meeting of Shareholders of ACNB Corporation (NASDAQ: ACNB) was held on Tuesday, May 5, in a virtual meeting format as a result of the public health threat associated with the COVID-19 pandemic. ACNB Corporation is the financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and Russell Insurance Group, Inc., Westminster, MD.

“2019 performance highlights for ACNB Corporation included the achievement of record earnings in the amount of $23.7 million, representing a 9% increase over 2018. We expanded our market penetration and operations in Pennsylvania with the opening of a loan production office in Lancaster. We announced the execution of a definitive agreement to acquire Frederick County Bancorp, Inc. and its wholly-owned subsidiary, Frederick County Bank, in the new market of Frederick, Maryland. We were, once again, named to the Central Penn Business Journal’s list of the Top 50 Fastest Growing Companies in central Pennsylvania. And, we were pleased in 2019 to provide an increase in the aggregate amount of dividends paid to our shareholders, which totaled $6.9 million and represented an 11% increase over 2018,” said James P. Helt, ACNB Corporation President & Chief Executive Officer during his presentation at the meeting.

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Press Release/2020 Annual Meeting of Shareholders

May 7, 2020

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In reference to ACNB Corporation’s response to COVID-19, Mr. Helt continued, “It is our time to rise up and be a source of strength in our communities, because we come from a position of strength. We are a bank that is strong, steady and stable. We have withstood the test of time and provided continual service to our communities when our customers most need it.”

Mr. Helt ended the presentation saying, “So, I encourage all of us to look to the future with determination. We are confident that working together we can fulfill our mission as community bankers to serve our communities and continue to grow our company by building relationships and finding solutions.”

During the business portion of the annual meeting, ACNB Corporation shareholders approved proposals related to executive compensation and ratification of the selection of RSM US LLP as ACNB Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

In addition, the Corporation’s shareholders elected Kimberly S. Chaney, Frank Elsner, III, James P. Helt, Scott L. Kelley and Daniel W. Potts as Class 3 Directors to serve for terms of three years. All nominees elected were previously members of the Board of Directors of ACNB Corporation. Each member of the Corporation’s Board also serves on the Board of Directors for the Corporation’s banking subsidiary, ACNB Bank.

ACNB Corporation, headquartered in Gettysburg, PA, is the $2.2 billion financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and Russell Insurance Group, Inc., Westminster, MD. Originally founded in 1857, ACNB Bank serves its marketplace with banking and wealth management services, including trust and retail brokerage, via a network of 21 community banking offices, located in the four southcentral Pennsylvania counties of Adams, Cumberland, Franklin and York, as well as loan offices in Lancaster and York, PA, and Hunt Valley, MD. As divisions of ACNB Bank operating in Maryland, FCB Bank and NWSB Bank serve the local marketplace with a network of five and seven community banking offices located in Frederick County and Carroll County, MD, respectively. Russell Insurance Group, Inc., the Corporation’s insurance subsidiary, is a full-service agency with licenses in 44

ACNB Corporation

Press Release/2020 Annual Meeting of Shareholders

May 7, 2020

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states. The agency offers a broad range of property, casualty, health, life and disability insurance serving personal and commercial clients through office locations in Westminster, Germantown and Jarrettsville, MD, and Gettysburg, PA. For more information regarding ACNB Corporation and its subsidiaries, please visit acnb.com.

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FORWARD-LOOKING STATEMENTS - In addition to historical information, this press release may contain forward-looking statements. Examples of forward-looking statements include, but are not limited to, (a) projections or statements regarding future earnings, expenses, net interest income, other income, earnings or loss per share, asset mix and quality, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of management or the Board of Directors, and (c) statements of assumptions, such as economic conditions in the Corporation’s market areas. Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “intends”, “will”, “should”, “anticipates”, or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. Forward-looking statements are subject to certain risks and uncertainties such as local economic conditions, competitive factors, and regulatory limitations. Actual results may differ materially from those projected in the forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: the effects of governmental and fiscal policies, as well as legislative and regulatory changes; the effects of new laws and regulations, specifically the impact of the Tax Cuts and Jobs Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act; impacts of the capital and liquidity requirements of the Basel III standards; the effects of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; ineffectiveness of the business strategy due to changes in current or future market conditions; future actions or inactions of the United States government, including the effects of short- and long-term federal budget and tax negotiations and a failure to increase the government debt limit or a prolonged shutdown of the federal government; the effects of economic conditions particularly with regard to the negative impact of severe and wide-ranging disruptions caused by the spread of Coronavirus Disease 2019 (COVID-19) on current customers, specifically the effect of the economy on loan customers’ ability to repay loans; the effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities, and interest rate protection agreements, as well as interest rate risks; difficulties in acquisitions and integrating and operating acquired business operations, including information technology difficulties; challenges in establishing and maintaining operations in new markets; the effects of technology changes; volatilities in the securities markets; the effect of general economic conditions and more specifically in the Corporation’s market areas; the failure of assumptions underlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities; acts of war or terrorism; disruption of credit and equity markets; the ability to manage current levels of impaired assets; the loss of certain key officers; the ability to maintain the value and image of the Corporation’s brand and protect the Corporation’s intellectual property rights; continued relationships with major customers; and, potential impacts to the Corporation from continually evolving cybersecurity and other technological risks and attacks, including additional costs, reputational damage, regulatory penalties, and financial losses. We caution readers not to place undue reliance on these forward-looking statements. They only reflect management’s analysis as of this date. The Corporation does not revise or update these forward-looking statements to reflect events or changed circumstances. Please carefully review the risk factors described in other documents the Corporation files from time to time with the SEC, including the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Please also carefully review any Current Reports on Form 8-K filed by the Corporation with the SEC.

ACNB #2020-11

May 7, 2020