UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 13, 2026 (
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
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(Addresses of Principal Executive Offices, including Zip Code)
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| 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:
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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).
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Shareholders (the “Annual Meeting”) of Auburn National Bancorporation, Inc. (the “Company”) was held on May 12, 2026. This meeting considered the election of 12 nominees to serve on the Board of Directors for one-year terms expiring at the Company’s 2027 Annual Meeting of Shareholders and until their successors have been elected and qualified. C. Wayne Alderman, Terry W. Andrus, J. Tutt Barrett, Walton T. Conn, Jr., Robert W. Dumas, Jeffrey J. Evans, William F. Ham, Jr., David A. Hedges, David E. Housel, Michael A. Lawler, Anne M. May, and Sandra J. Spencer, all of the nominees, were elected to the Board of Directors. In addition, at the Annual Meeting, the shareholders (i) approved, on a non-binding, advisory basis, the compensation of the Company’s “named executive officers” as disclosed in the Proxy Statement, and (ii) ratified the appointment of Elliott Davis LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.
The final voting results of the director elections, and other proposals voted on at the Annual Meetings are set forth below.
| 1. | Each of the 12 nominees for director was elected by the following tabulation: |
| Director |
Votes For | Withheld | Broker Non-Votes | |||||||||
| C. Wayne Alderman |
1,390,512 | 20,723 | 1,200,566 | |||||||||
| Terry W. Andrus |
1,387,908 | 23,327 | 1,200,566 | |||||||||
| J. Tutt Barrett |
1,395,139 | 16,096 | 1,200,566 | |||||||||
| Walton T. Conn, Jr. |
1,396,126 | 15,109 | 1,200,566 | |||||||||
| Robert W. Dumas |
1,405,268 | 5,967 | 1,200,566 | |||||||||
| Jeffrey J. Evans |
1,396,149 | 15,086 | 1,200,566 | |||||||||
| William F. Ham, Jr. |
1,390,507 | 20,728 | 1,200,566 | |||||||||
| David A. Hedges |
1,401,372 | 9,683 | 1,200,566 | |||||||||
| David E. Housel |
1,392,377 | 18,858 | 1,200,566 | |||||||||
| Michael A. Lawler |
1,396,126 | 15,109 | 1,200,566 | |||||||||
| Anne M. May |
1,397,307 | 13,928 | 1,200,566 | |||||||||
| Sandra J. Spencer |
1,405,433 | 5,802 | 1,200,566 | |||||||||
| 2. | The non-binding, advisory vote on the compensation of the Company’s “named executive officers” as disclosed in the proxy statement was approved by the following tabulation: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 1,340,846 | 52,537 | 17,852 | 1,200,566 |
| 3. | Ratification of the appointment of Elliott Davis LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 was approved and accordingly ratified by the following tabulation: |
| For |
Against |
Abstain | ||
| 2,604,281 | 7,289 | 231 |
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.
| AUBURN NATIONAL BANCORPORATION, INC. |
| (Registrant) |
| /s/ David A. Hedges |
| David A. Hedges |
| President and CEO |
Date: May 13, 2026