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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 6, 2025

 

ENB Financial Corp

(Exact name of Registrant as specified in its charter)

 

Pennsylvania   000-53297   51-0661129

(State or other

jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

31 E. Main St., Ephrata, PA   17522-0457
(Address of principal executive offices)   (Zip Code)

 

(717) 733-4181

(Registrant’s telephone number, including area code)

 

N/A

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   N/A

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).

 

Emerging growth company

 

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. ☐

 

 

ENB FINANCIAL CORP

 

CURRENT REPORT ON FORM 8-K

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

On May 6, 2025, ENB Financial Corp (the "Company") held its 2025 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 5,655,270 shares of the Company's common stock were entitled to vote as of March 11, 2025, the record date for the Annual Meeting. There were 4,581,888 shares present in person or by proxy at the Annual Meeting, at which time the shareholders were asked to vote on four (4) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results on such proposals.

 

Proposal No. 1 – Election of Class A Directors

 

The shareholders voted to elect four (4) Class A directors to serve for a term of three (3) years and until their successors are elected and qualified. The results of the vote were as follows:

 

Name For Withheld Broker
Non-Votes
       
Jose R. Lopez 3,807,439 296,513 477,936
       
Brian K. Reed 3,815,618 288,334 477,936
       
Jeffrey S. Stauffer 3,817,026 286,926 477,936
       
J. Daniel Stoltzfus 3,811,867 292,085 477,936

 

Proposal No. 2 – To conduct a non-binding shareholder vote on executive compensation

 

The shareholders voted to approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of the Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2024 Summary Compensation Table and the other related tables and narrative discussion contained in the Proxy Statement. The results of the vote were as follows:

 

      Broker
For Against Abstain Non-Votes
       
3,764,811 194,173 144,968 477,936

 

 

Proposal No. 3 – Conduct a non-binding vote on the frequency of non-binding shareholder votes on executive compensation.

 

The shareholders voted to approve, on a non-binding, advisory basis, the frequency of non-binding shareholder votes on executive compensation. The results of the vote were as follows:

 

Three Years Two Years One Year Abstain Broker Non-Votes
3,330,001 26,111 551,903 195,937 477,936

 

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ENB FINANCIAL CORP

As a result of the shareholder vote, the Corporation will hold a non-binding vote on the compensation of named executive officers every three (3) years.

 

Proposal No. 4 - Ratify S.R. Snodgrass, P.C. as public accounting firm for year ending December 31, 2025:

 

The shareholders voted to ratify S.R Snodgrass, P.C. as the public accounting firm for the year ending December 31, 2025. The results of the vote were as follows:

 

For Against Abstain
     
4,515,156 12,917 53,815

 

Item 7.01Regulation FD Disclosure

 

On May 6, 2025, Jeffrey S. Stauffer, Chief Executive Officer and President of the Registrant, as well as other members of management, gave a presentation at the Annual Meeting. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.

 

Item 9.01Financial Statement and Exhibits

 

(d)   Exhibits

 

  Exhibit Number Description
     
  99.1 Annual Meeting Presentation Slides.
     
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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ENB FINANCIAL CORP

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  ENB FINANCIAL CORP
  (Registrant)
     
     
     
     
     
Dated: May 7, 2025 By: /s/  Rachel G. Bitner
    Rachel G. Bitner
    Treasurer
    (Principal Financial Officer)

 

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