DocumentUNITED 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):
April 30, 2019
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| ORRSTOWN FINANCIAL SERVICES, INC. |
| (Exact name of registrant as specified in its charter) |
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| Pennsylvania | 001-34292 | 23-2530374 |
| (State or other jurisdiction of incorporation) | (SEC File Number) | (IRS Employer Identification No.) |
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| 77 East King Street, P.O. Box 250, Shippensburg, Pennsylvania | 17257 |
| (Address of principal executive offices) | (Zip Code) |
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| Registrant’s telephone number, including area code: | 717 532-6114 | |
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| Not Applicable |
| (Former name or former address, if changed since last report) |
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| 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 (see General Instruction A.2. below): | |
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
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| 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). | |
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| o | Emerging growth company |
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| o | 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 5.07 Submission of Matters to a Vote of Security Holders.
(a) On April 30, 2019, Orrstown Financial Services, Inc. (the “Company”) held its annual meeting of shareholders.
(b) The following is a record of the vote on each matter presented at the annual meeting.
(1) Elect four (4) directors to Class B for three (3) year terms expiring in 2022.
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| Nominee | For | Withheld | Broker Non-Vote |
| Mark K. Keller | 5,142,692 | 1,082,936 | 1,228,417 |
| Thomas R. Quinn, Jr. | 5,943,864 | 281,764 | 1,228,417 |
| Michael J. Rice | 5,931,720 | 293,908 | 1,228,417 |
| Glenn W. Snoke | 5,165,978 | 1,059,650 | 1,228,417 |
(2) Approve a non-binding advisory vote regarding the compensation paid to our named executive officers ("Say-On-Pay").
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| For | Against | Abstain | Broker Non-Vote |
| 3,532,281 | 2,332,154 | 361,193 | 1,228,417 |
(3) 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, 2019.
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| For | Against | Abstain | |
| 7,317,605 | 76,881 | 59,559 | |
There were no broker non-votes on the ratification of the independent registered public accounting firm.
(4) Transact such other business as may properly come before the Annual Meeting.
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| For | Against | Abstain | Broker Non-Vote |
| 3,481,143 | 2,408,814 | 335,671 | 1,228,417 |
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| SIGNATURES | | | |
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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. | | | |
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| | ORRSTOWN FINANCIAL SERVICES, INC. | |
| Date: May 1, 2019 | |
By: | /s/ Thomas R. Quinn, Jr. |
| | | Thomas R. Quinn, Jr. President and Chief Executive Officer (Duly Authorized Representative) |
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