Item 5.07 Submission of Matters to Vote of Security Holders
On October 26, 2021, Cortland Bancorp ("Cortland") held the Special Meeting of
Shareholders. In conjunction with the Special Meeting, shareholders were asked
to vote on three proposals, the voting results of each of which is provided
below. Each proposal submitted to shareholders was approved by the shareholders
entitled to vote at the Special Meeting. Prior to the Special Meeting, Cortland
delivered a definitive proxy statement/prospectus (the "Proxy Statement") to its
shareholders describing the Special Meeting, each of the proposals to the
proposed merger of Cortland and Farmers National Banc Corp. ("Farmers") and
related information. The Proxy Statement was filed with the U.S. Securities and
Exchange Commission on September 23, 2021.
As of the close of business on September 22, 2021, the record date for the
Special Meeting, there were 4,256,187 of Cortland's common shares outstanding
and entitled to vote. 2,905,713 of Cortland's common shares were represented at
the Special Meeting by proxy or by attending the Special Meeting, representing
approximately 68% of Cortland's common shares outstanding as of the record date
and entitled to vote at the Special Meeting, which constituted a quorum to
conduct business at the Special Meeting. The following are the final voting
results on the proposals, each of which is more fully described in the Proxy
Statement.
Proposal 1: To consider and vote on a proposal to approve the Agreement and Plan
of Merger, dated as of June 22, 2021 (the "merger agreement"), among Cortland
and Farmers.
Votes For Votes Against Abstentions Broker Non-Votes
2,782,131 119,616 3,967 0
Proposal 2: To vote on an advisory (non-binding) proposal to approve the
compensation that may become paid or payable to the named executive officers of
Cortland that is based on or otherwise relates to the merger.
Votes For Votes Against Abstentions Broker Non-Votes
2,374,809 432,169 98,735 0
Proposal 3: To adjourn Cortland's Special Meeting, if necessary or appropriate,
to solicit additional proxies in favor of approval of the merger agreement.
Votes For Votes Against Abstentions Broker Non-Votes
2,744,963 144,092 16,659 0
With respect to Proposal 3, although Proposal 3 would have received sufficient
votes to be approved, no motion was made because the adjournment of the Special
Meeting was determined not to be necessary or appropriate.
Subject to the satisfaction or waiver of all of the conditions to the closing of
the merger in the merger agreement, the merger is expected to be completed on
November 1, 2021.
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