f8k_050112-0489.htm

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):
May 1, 2012
  

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
3(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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 May 1, 2012, 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
  
4,982,016
  
1,121,375
  
937,819
Andrea Pugh
  
5,044,937
  
1,058,454
  
937,819
Floyd E. Stoner
  
5,230,706
  
872,685
  
937,819

There were no abstentions in the election of directors.


(2)           Approval of the non-binding advisory vote regarding the compensation paid to our named executive officers.

For
  
Against
  
Abstain
  
Broker Non-Vote
             
4,367,451
  
1,473,721
  
260,842
  
937,820


(3)           Ratification of appointment of the Audit Committee’s selection of Smith Elliott Kearns & Company, LLC as the Company’s independent public accounting firm for the fiscal year ending December 31, 2012.

For
  
Against
  
Abstain
         
6,680,046
  
289,276
  
70,513

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


(4)           Shareholder proposal requesting that the Board of Directors take the steps necessary to amend certain provisions of the Company’s Articles of Incorporation and By-laws to require simple majority voting.

For
  
Against
  
Abstain
  
Broker Non-Vote
             
3,203,043
  
2,753,182
  
145,791
  
937,818

 
 
 

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:  May 2, 2012
  
By: 
 /s/ Thomas R. Quinn, Jr.
     
Thomas R. Quinn, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)