8-K Annual Meeting


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):
April 28, 2015

  
ORRSTOWN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania
001-34292
23-2530374
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
77 East King Street, P.O. Box 250, Shippensburg, Pennsylvania
17257
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
717 532-6114
 
Not Applicable
(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 (see General Instruction A.2. below):
 
¨
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)).





ORRSTOWN FINANCIAL SERVICES, INC.

INFORMATION TO BE INCLUDED IN THE REPORT

Section 5—Corporate Governance and Management
 
Item 5.07.
Submission of Matters to a Vote of Security Holders
(a) On April 28, 2015, 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) Election of Directors
 
Nominee
 
For
 
Withheld
 
Broker Non-Vote
Anthony F. Ceddia
 
4,684,595
 
372,325
 
909,690
Andrea Pugh
 
4,771,595
 
285,325
 
909,690
Floyd F. Stoner
 
4,750,177
 
306,742
 
909,690

(2) Approval of the non-binding advisory vote regarding the compensation paid to our named executive officers
 
For
 
Against
 
Abstain
 
Broker Non-Vote
4,052,877
 
588,411
 
415,484
 
909,690


(3) Ratification of appointment of the Audit Committee’s selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.
 
For
 
Against
 
Abstain
 
5,667,870
 
140,113
 
158,626
 

There were no broker non-votes on the ratification of auditors.





ORRSTOWN FINANCIAL SERVICES, INC.

INFORMATION TO BE INCLUDED IN THE REPORT

Section 7 – Regulation FD
 
Item 7.01.
Regulation FD Disclosure.
On April 28, 2015, Orrstown Financial Services, Inc. held its 2015 annual meeting of shareholders (the “Annual Meeting”). A copy of the presentation given at the Annual Meeting is being furnished herewith as Exhibit 99 and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits
 
 
 
 
Exhibit No.
Description
 
 
 
 
99
Presentation—Annual Shareholder Meeting, dated April 28, 2015





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.
 
 
 
ORRSTOWN FINANCIAL SERVICES, INC.
 
 
 
Date: April 29, 2015
 
By: 
/s/ Thomas R. Quinn, Jr.
 
 
 
Thomas R. Quinn, Jr.
 
 
 
President and Chief Executive Officer
 
 
 
(Duly Authorized Representative)