SCHEDULE 14A-INFORMATION REQUIRED IN PROXY STATEMENT
(Last amended in Exch Act Rel No. 35113, Eff. 1/30/95.)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
_________________________Farmers National Banc Corp._________________________
(Name of Registrant as Specified in its Charter)
_____________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
............................................................................
2) Aggregate number of securities to which transaction applies:
............................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
............................................................................
4) Proposed maximum aggregate value of transaction:
............................................................................
5) Total fee paid:
............................................................................
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
............................................................................
2) Form, Schedule or Registration Statement No.:
............................................................................
3) Filing Party:
............................................................................
4) Date Filed:
............................................................................
(Amended by Exch Act Rel No. 35113, eff 1/30/95.)
FARMERS NATIONAL BANC CORP
20 SOUTH BROAD STREET
CANFIELD, OHIO 44406
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 4, 1996
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that pursuant to call of its Directors, the
regular annual meeting of the Shareholders of FARMERS NATIONAL BANC CORP,
Canfield, Ohio will be held at Colonial Catering located at 429 Lisbon Street,
Canfield, Ohio on Thursday March 28, 1996, at four-thirty o'clock (4:30) P.M.,
Eastern Standard Time, for the purpose of considering and voting upon the
following matters:
(1) ELECTION OF DIRECTORS. Fixing the number of Directors to be
elected at eight (8) and the election of the eight (8) persons
listed in the accompanying Proxy Statement.
(2) AMENDMENT TO ARTICLE IV. Increasing the authorized number of
shares to 5,000,000 shares of stock with no par value from
2,400,000 shares of stock with a par value of $2.50 per share.
(3) SUCH OTHER BUSINESS as may properly come before the meeting or
any adjournment thereof.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE (whether or not you plan to attend the meeting in person).
IF YOU DO ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. THE
PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
Only those shareholders of record at the close of business on February
28, 1996 shall be entitled to notice of meeting and to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
WILLIAM D. STEWART, PRESIDENT
FARMERS NATIONAL BAN C CORP
CANFIELD, OHIO 44406
PROXY STATEMENT
ANNUAL MEETING OF SH AREHOLDERS
MARCH 28, 1996
Farmers National Banc Corp, herein referred to as "Farmers" or the
"Corporation" is furnishing this Proxy Statement to its shareholders in
connection with the solicitation, by order of the Board of Directors of
Farmers, of proxies to be used at the Annual Meeting of Shareholders to be
held on Thursday, March 28, 1996 at 4:30 P.M., Eastern Standard Time, at
Colonial Catering, 429 Lisbon Street, Canfield, Ohio 44406, and at any
adjournments thereof. The cost for solicitation of proxies will be borne by
Farmers. Brokerage firms and other custodians, nominees and fiduciaries may
be requested to forward soliciting material to their principals and to obtain
authorization for the execution of proxies. Farmers will, upon request,
reimburse brokerage firms, and other custodians, nominees and fiduciaries for
the execution of proxies and for their expenses in forwarding proxy material
to their principals. The proxy statements and the form of proxy are being
mailed on March 4, 1996 or as soon thereafter as practicable to all
shareholders entitled to vote at the meeting. In addition to the use of
mails, proxies may be solicited by officers, directors and employees of
Farmers by personal interview, telephone and telegraph.
VOTING RIGHTS
Only shareholders of record at the close of business on February 28,
1996 will be entitled to vote at the meeting. As of February 28, 1996,
Farmers had issued and outstanding 1,644,559 shares of common stock with a par
value of $2.50 per share. Each outstanding share entitles the recordholder to
one vote. The number of shares present at the meeting in person or by proxy
will constitute a quorum for the transaction of business.
It is important that your stock be represented at the meeting regardless
of the number of shares you may own. We would appreciate your signing and
returning the enclosed proxy. The shares represented by each proxy, which is
properly executed and returned to Farmers, will be voted in the manner
described in this proxy statement and the proxy. In the absence of
instructions, the proxy will be voted "FOR" the election of the eight (8)
persons listed and "FOR" the amendment to Article IV as stated in this Proxy
Statement. The proxy may be revoked at any time prior to its exercise, by
delivering notice of revocation or a duly executed proxy bearing a later date
to the Treasurer of the Corporation at any time before the proxy is voted.
Shareholders who attend the meeting in person may vote their stock even though
they may have sent in a proxy. No officer or employee of Farmers may be named
as a proxy. If you received two or more proxy forms because of difference in
addresses or registration of shareholdings, each should be executed and
returned in order to assure a complete tabulation of all shares.
The Corporation will appoint two officers to act as inspectors for
purposes of tabulating the votes cast by proxy. Broker non-votes and
abstentions are not treated as votes cast for purposes of any of the matters
to be voted on at the meeting.
The Annual Report of Farmers for the calendar year 1995 has been mailed
to Shareholders.
THE FORM 10-K ANNUAL REPORT TO THE SECURITIES & EXCHANGE COMMISSION WILL
BE FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST TO RICHARD L. CALVIN,
EXECUTIVE VICE PRESIDENT AND TREASURER, FARMERS NATIONAL BANC CORP, 20 SOUTH
BROAD STREET, PO BOX 555, CANFIELD, OHIO 44406.
PROPOSAL TO AMEND ARTICLES OF INCORPORATION:
AMEND ARTICLE IV TO INCREASE
AUTHORIZED SHARES TO 5,000,000
NEW PARAGRAPH:
Among the proposals to be submitted to the shareholders for approval at
the Annual Meeting is the proposed amendment to Article IV of the Amended
Articles of Incorporation of the Corporation, which would increase the number
of authorized shares from 2,400,000 shares of $2.50 par value common stock to
5,000,000, all of which would be without par value. The availability of
additional authorized and unissued shares, which could be issued by the Board
into friendly hands for the purpose of diluting a potential acquiror's
ownership of the Corporation, would have an anti-takeover effect. Moreover,
the issuance of all or any part of the additional authorized and unissued
shares, unless made on a pro-rata basis to all existing shareholders, would
have the effect of diluting the ownership interest of existing shareholders.
Although the Board believes the availability of additional authorized and
unissued shares would afford management and the Board greater flexibility in
meeting future capital needs of the Corporation, the Board has no current
plans for the issuance of any common shares to any person or entity for any
purpose.
Farmers' Amended Articles of Incorporation (the "Articles") presently
authorize the issuance of 2,400,000 shares of $2.50 par value common stock, of
which 1,644,559 shares were issued and outstanding as of December 31, 1995.
The Board of Directors believes that an increase in the number of authorized
shares to 5,000,000 would be in the best interest of Farmers and its
shareholders. The authorization of additional shares in the Articles of
Incorporation will in no way affect the rights of current shareholders. The
existing voting rights, dividend rights, redemption rights and similar rights
of shareholders will in no way be affected by the proposed amendment to the
Articles of Incorporation. The Board unanimously recommends adoption by the
shareholders of the following resolution:
BE IT RESOLVED: that Article IV of the Amended Articles of
Incorporation of the Corporation be amended to read in its entirety as
follows:
The aggregate number of common shares which the corporation
shall have the authority to issue is Five Million (5,000,000)
shares each of no par value. The total number of authorized
and outstanding shares of common stock shall be changed from
time to time to reflect economic conditions of the corporation
and business opportunities available to the shareholders of the
corporation. Shares of the authorized and outstanding common
stock may be redeemed by the corporation at a regularly or
specially called meeting for said purpose. Furthermore, the
corporation, through its Board of Directors, shall have the
power to purchase, hold, sell, and transfer the shares of its
capital, except where otherwise permitted by law, and provided
further that shares of its own capital stock belonging to it
are not voted upon directly or indirectly.
Adoption of the foregoing resolution by the shareholders will enable the
Board of Directors to continue issuing additional shares through Farmers'
Dividend Reinvestment Plan and afford the Board additional corporate
flexibility.
ADOPTION OF THE PROPOSED AMENDMENT REQUIRES THE AFFIRMATIVE VOTE OF THE
HOLDERS OF TWO THIRDS (2/3) OF THE COMMON SHARES. THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT.
ELECTION OF DIRECTORS
Pursuant to the Code of Regulations, the authorized number of directors
of Farmers has been set at eight (8). The Board of Directors has nominated
the eight (8) persons named below to serve as directors until the next Annual
Meeting or until their earlier death, resignation or removal from office.
Each of the eight (8) nominees is presently a member of the Board of Directors
and has consented to serve another term as director if re-elected. If any of
the nominees should be unavailable to serve for any reason (which is not
anticipated), the Board of Directors may designate a substitute nominee or
nominees (in which case the persons named on the enclosed proxy card will vote
all valid proxy cards for the election of such substitute nominee or
nominees), allow the vacancy or vacancies to remain open until a suitable
candidate or candidates are located, or by resolution provide for a lesser
number of directors.
INFORMATION WITH RESPECT TO NOMINEES
Certain information in the following tabulation has been furnished to
Farmers by the respective nominees for director.
Shares Owned
Name Principal Occupation Beneficially
Age And Five Year at 12/31/95 &
Director Since(A) Business Experience % of Class (B)
- ----------------------------------------------------------------------
Benjamin R. Brown President and Owner, Castruction 13,094
Age 50 Company, incorporated in 1965 - .80%
Director - 1991 designs and manufactures pre-cast
shapes and associated products for
the steel industry.
Richard L. Calvin Executive Vice President/Cashier 17,888
Age 69 of Farmers National Bank since 1972 1.09%
Director - 1975 Executive Vice President/Treasurer of
Farmers National Banc Corp-1983
Joseph O. Lane Owner and President of Lane Funeral 36,835
Age 71 Homes, Inc. since 1950, Lane Life 2.24%
Director - 1965 Paramedics, Inc. and Lane Monument Co.
- operates three funeral homes, and EMT
and ambulance service.
David C. Myers Co-owner of Myers Equipment Company 11,680
Age 67 since 1955 - sales of truck equipment .71%
Director - 1988 and school buses. Mr. Myers operates
a 2000 acre farm since 1946.
Edward A. Ort President of Ort Furniture Mfg Co. 2,701
Age 66 since 1973 - manufacture of upholstered .16%
Director - 1993 furniture which is shipped to retail
furniture stores in northeastern United
States since 1957.
Frank L. Paden EVP/Sr. Loan Officer of Farmers National 3,774
Age 44 Bank since 1995. Executive Vice Pres. .23%
Director - 1992 of Farmers National Banc Corp. since 1995.
Previously, Sr. Vice Pres./Loan Dept. Mgr.
of Farmers National Bank since 1991.
William D. Stewart President of Farmers National Bank 14,288
Age 66 since 1972, President & Secretary of .87%
Director - 1972 Farmers National Banc Corp since 1983.
Ronald V. Wertz President since 1981 and Director 11,133
Age 48 since 1974 of Boyer Insurance Inc. - .68%
Director - 1989 provides risk management analysis and
policies for individuals, families and
business insurance plans, including
property, liability, health, life and
bonding.
(A) Includes the period served as a director of The Farmers National Bank of
Canfield prior to its reorganization into a wholly owned subsidiary of this
Corporation.
(B) Beneficial Ownership includes those shares over which the nominee has
either sole or shared voting and/or investment powers, such as beneficial
interest of a spouse, children, grandchildren or business affiliates. There
are no family relationships between any of the above named nominee-directors
or any of the principal officers of Farmers.
FIVE PERCENT EQUITY SECURITY OWNERS
At the record date, no persons or groups (as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934) owned of record, or
to the Corporation's knowledge owned beneficially, 5% or more of the
Corporation's outstanding stock.
SECURITY OWNERSHIP OF MANAGEMENT
The total shares held beneficially by Directors, Nominees and Executive
Officers as a group (113,490) is 6.90% of shares issued and outstanding as of
December 31, 1995.
COMMITTEES OF THE BOARD OF DIRECTORS
At the Directors' organizational meeting, held immediately following
the last annual shareholders' meeting of The Farmers National Banc Corp, held
on March 30, 1995, the following committees were appointed by the Chairman:
EXECUTIVE COMPENSATION AND EMPLOYEES SALARY COMMITTEE: Joseph O. Lane,
Chairman; Benjamin R. Brown, David C. Myers, Edward A. Ort and Ronald V.
Wertz.
EXAMINING COMMITTEE: David C. Myers, Chairman; Benjamin R. Brown, Edward A.
Ort and Ronald V. Wertz.
DISCOUNT COMMITTEE: William D. Stewart, Chairman; Benjamin R. Brown, Richard
L. Calvin, Joseph O. Lane, David C. Myers, Edward A. Ort, Frank L. Paden and
Ronald V. Wertz.
BUILDING COMMITTEE: Richard L. Calvin, Chairman; Ad Hoc.
LONG RANGE AND STRATEGIC PLANNING: William D. Stewart, Chairman; Benjamin R.
Brown, Richard L. Calvin, Joseph O. Lane, David C. Myers, Edward A. Ort, Frank
L. Paden and Ronald V. Wertz.
NOMINATING COMMITTEE: William D. Stewart, Chairman; Benjamin R. Brown,
Richard L. Calvin, Joseph O. Lane, David C. Myers, Edward A. Ort, Frank L.
Paden, and Ronald V. Wertz.
RISK MANAGEMENT AND INSURANCE COMMITTEE: Ronald V. Wertz, Chairman; Benjamin
R. Brown, Richard L. Calvin and Gene Dean, Comptroller.
The Executive Compensation and Employees Salary Committee reviews the
compensation of the official staff and makes recommendations regarding all
employee benefits to the Board of Directors. This committee met one time in
1995.
The Examining Committee directs the activities of the internal audit
staff, reviews the internal auditor's reports, reviews all examinations of the
Comptroller of the Currency and makes recommendations to the Board regarding
the engagement of an external auditing firm to perform the annual audit and
prepare income tax returns. This committee met four times during 1995.
The Discount Committee meets weekly to review all loans made during the
previous week and to approve all loan commitments which are either above the
assigned lending limits of the loan officers or are not in keeping with
existing bank policy.
The Nominating Committee makes decisions with respect to: (a) nominees
for election as director at the annual meeting of shareholders; (b) nominees
to fill Board vacancies between annual meetings; and (c) the composition of
membership of the various other standing committees. This committee did not
meet in 1995.
The Building Committee oversees site selection, office additions and
modifications. The committee did not specifically meet in 1995, however, the
chairman did report to the directors at other meetings.
The Long Range and Strategic Planning Committee is responsible for
formulation and implementation of the Strategic Plan for the operation of the
Corporation. This committee met once in 1995.
The Risk Management and Insurance Committee is responsible for reviewing
coverage and protection levels of insurance maintained by the Bank. This
committee met once in 1995.
During 1995, each director standing for re-election was present for more
than 75% of the combined number of meetings of the Board of Directors and of
each committee of the Board on which such director served. There were twelve
regular and seven special meetings of the Board of Directors in 1995.
Members of the Board of Directors receive $300.00 for each board meeting
they attend, and $200.00 for each committee meeting they attend with the
exception of inside directors who receive no compensation for committee
meetings.
NOTE: THE ABOVE COMMITTEES ARE COMMITTEES OF THE FARMERS NATIONAL BANK OF
CANFIELD (the Bank), A WHOLLY OWNED SUBSIDIARY OF FARMERS NATIONAL BANC CORP.
CURRENTLY, THE MEMBERS OF FARMERS' BOARD OF DIRECTORS ALSO SERVE AS THE
DIRECTORS OF THE BANK, AND ATTEND BOARD MEETINGS FOR BOTH FARMERS AND THE
BANK. ALTHOUGH THESE MEETINGS ARE CONDUCTED SEPARATELY ON THE SAME DAY, A
MEMBER RECEIVES COMPENSATION (WHICH IS PAID BY FARMERS) FOR ONLY ONE MEETING.
CONSEQUENTLY, MEMBERS ATTENDING A MEETING OF THE BOARDS OF BOTH FARMERS AND
THE BANK ON A SINGLE DAY ARE CREDITED WITH ONE BOARD MEETING FOR ATTENDANCE
AND COMPENSATION PURPOSES.
RETIREMENT PENSION PLAN
The following table sets forth the estimated benefits payable on
retirement to eligible employees, including all executive officers under The
Farmers National Bank of Canfield Salaried Employees Pension Plan ("Pension
Plan"), a Defined Benefit Plan. The Pension Plan provides for a monthly
benefit based upon the highest average monthly compensation, as actually paid,
for the highest five consecutive years of service to termination of
employment. The formula is 30% of compensation, reduced 1/20 for each year of
service less than twenty, plus 20% of compensation in excess of Social
Security base, reduced 1/30 for each year of service less than thirty, at
normal retirement age. The Summary Compensation Table shown elsewhere does
reflect the compensation which is used to calculate the benefit as stated.
The table below sets forth the annual benefits payable under the Pension Plan
to employees assuming they reached the normal retirement age (age 65) on
November 1, 1995.
PENSION PLAN DISCLOSURE TABLE
Final Average Years of Credited Service
Earnings ($)
15 20 25 30 35
.
70,000 20,478 27,304 28,880 30,456 30,456
90,000 26,978 35,971 38,213 40,456 40,456
110,000 33,478 44,637 47,547 50,456 50,456
130,000 39,978 53,304 56,880 60,456 60,456
The amounts shown in the foregoing table represent the annual benefit
payable to an employee for life on a ten year certain basis and reflect the
Social Security integration provisions of the Pension Plan. Optional forms of
payment of benefit may commute or reduce the amount shown in the table.
The Executive Officers that remain active participants in the plan have
approximate years of credited service as of November 1, 1995 for Pension Plan
purposes as follows: Frank L. Paden, 22; Barbara C. Fisher, 20; Mark L.
Graham, 18; Donald F. Lukas, 18; Bradley S. Henderson, 15; Anthony F. Peluso,
10; Carl D. Culp, 7. For the Plan Year beginning November 1, 1995 there were
114 eligible Plan Participants, net of terminations, including the Auxiliary
Fund.
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Name Annual Other
and Compen- Compen-
Principal sation sation
Position Year Salary($) Bonus($) ($) ($)
- ------------------------------------------------------------------------------
W.D. Stewart 1995 $118,727 $2,000 $3,861 N/A N/A
President 1994 107,950 2,000 1,505
1993 99,860 2,000 1,544
Listed is the total compensation paid by the Corporation's subsidiary,
The Farmers National Bank of Canfield during the latest fiscal year to the
named person(s) for services in all capacities, specifically setting forth the
direct compensation to the President. No other executive officer of Farmers
receives total annual salary and bonus in excess of $100,000.
In 1991, as a result of certain changes in the Internal Revenue Code,
the Bank's pension plan was amended to reduce significantly the benefits of
several key employees, including those of Mr. Stewart. As a result the Bank
has entered into Deferred Compensation Agreements with certain of its
executive officers, including Mr. Stewart. Under the terms of Mr. Stewart's
Deferred Compensation Agreement he will receive monthly payments of $1,665.00
for a period of two hundred and four (204) months, commencing with his
retirement at the age of 65. This Agreement also provides that Mr. Stewart
will be available to perform consulting services for the Bank during the
period he is receiving these payments, and prohibits him from entering into
competition with the Corporation during that same period. In the event that
any payments should still remain due and payable to Mr. Stewart under the
Agreement at the time of his death, those payments would be made to his
surviving spouse. In the event that any payment should still remain due and
payable to either Mr. Stewart or his spouse under the Agreement at the death
of the survivor of them, those payments would be reduced to their then present
value at a predetermined rate of interest and paid to the estate of the
survivor in a lump sum. Payments will be prorated in the event Mr. Stewart
retires before the age of 65, and will be increased proportionately if he
retires after the age of 65. The Agreement is funded by a life insurance
policy owned by the Bank, on which the Bank is the beneficiary and the
premiums of which are paid by the Bank.
NOTE: Tables containing disclosures of Stock Appreciation Rights Plans and
Long Term Incentive Plans have been omitted because no such programs exist for
either Farmers National Banc Corp or The Farmers National Bank of Canfield.
No Employment contracts or Golden Parachute Agreements exist between any
executive officer and either Farmers National Banc Corp or The Farmers
National Bank of Canfield.
INDEBTEDNESS OF MANAGEMENT
Farmers has had, and expects to have in the future, banking transactions
in the ordinary course of business with directors, executive officers and
their associates on the same terms, including interest rates and collateral on
loans, as those prevailing at the same time for comparable transactions with
others. Since the beginning of 1995, the largest aggregate extensions of
credit to officers, directors and their associates during the year ended
December 31, 1995 was $1,032,388 or 3.04% of Equity Capital Accounts. In the
opinion of the management of Farmers, these transactions do not involve more
than a normal risk of collectability or present other unfavorable features.
NOTE: THE INDEBTEDNESS OF MANAGEMENT INDICATED IN THE ABOVE PARAGRAPH APPLIES
TO THE OFFICERS AND DIRECTORS AND THE PERCENTAGE OF DEBT HELD BY THIS GROUP
WITH RESPECT TO THE EQUITY CAPITAL ACCOUNTS OF THE CORPORATION'S SUBSIDIARY,
THE FARMERS NATIONAL BANK OF CANFIELD.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is made up of all of
the outside directors of Farmers. No officers of the corporation sit on this
committee. This committee reports back to the full board but its' decisions
are not subject to full board approval. The committee has the purpose and
responsibility of providing the Bank, its staff and the communities it serves
with consistent long-term leadership of the highest quality possible while
protecting the interests of the shareholders.
The committee sets the limits for increases in the aggregate for all staff,
reviews performance of executive officers and sets their salaries for the
coming year. In addition, any incentive/bonus program is set by the board
based on the recommendation of the compensation committee.
The committee takes a straightforward approach to the review of
executives and bases its consideration of salaries on specific job
performance, contribution to target levels of growth, profitability,
stability, capital, return on equity (ROE) and return on assets (ROA). Also
considered is the executive's contribution to the general success of the Bank
and its business plan and community standing, which cannot necessarily be
quantified in an appropriate manner but is weighted heavily in a community
bank which is located exclusively in small communities. Successful bank
operations are contingent upon accomplishments in all areas and integration
with the business community's direction and success in our market areas.
Executive performance must therefore be evaluated by using these factors as
well. Specific results of each executive's area of responsibility are
evaluated and considered, but would not be appropriately discussed here as a
matter of confidentiality.
The committee evaluates the President on the same bases as other executive
officers with weight being given to the achievement of target levels of
growth, capital and return on equity and, in addition, specific target goals
of the overall strategic plan of the Bank. The accomplishment of meeting the
goals and targets are reflected in the Summary Compensation Table.
The members of the Compensation Committee are Joseph O. Lane, Chairman;
Benjamin R. Brown, David C. Myers, Edward A. Ort and Ronald V. Wertz. None
has registered a disagreement with the above report.
Compensation Committee Interlocks and Insider Participation.
No member of the Compensation Committee is currently or was at any time, an
officer or an employee of, or had an employment agreement with the Corporation
or the Bank. No corporate or committee interlocks exist which require
disclosure under SEC regulations.
PERFORMANCE GRAPH
The Securities and Exchange Commission requires a line graph comparing the
cumulative annual shareholders return of the Corporation, over a five year
period against an overall stock market index and an industry index, as
presented below. The per share price for each quarter, which is the price for
each quarterly dividend and is used in the calculations of this graph, is
established by the stock's market maker, Butler Wick and Company of Youngstown
Ohio.
[PERFORMANCE GRAPH FILED IN FORM SE]
TOTAL RETURN GRAPH DATA
At December 31 1990 1991 1992 1993 1994 1995
Farmers National Banc Corp 100 111 146 203 265 389
NASDAQ Stock Mkt - US 100 161 187 215 210 296
NASDAQ Bank 100 164 239 272 271 404
NOTE: This graph contains two comparison indices, NASDAQ Stock Mkt-US and
NASDAQ Bank, which are broad based indices, and will be used in future graphs
as a more appropriate comparison for our bank than the S&P indices.
RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has elected Hill, Barth and King to serve as the
corporation's independent public accountant for the fiscal year ending
December 31, 1996. Hill, Barth and King also served as the corporation's
independent public accountant for the fiscal year ended December 31, 1995.
Hill, Barth and King is expected to have a representative present at the
annual meeting and will be available to respond to shareholders' questions
and, if they desire, will have an opportunity to make any statement they
consider appropriate.
SHAREHOLDER PROPOSALS
Any Shareholder proposal intended to be placed in the Proxy Statement
for the 1996 annual meeting to be held in March 1997 must be received by the
Corporation no later than December 1, 1996. Written proposals should be sent
to Richard L. Calvin, Executive Vice President and Treasurer, Farmers National
Banc Corp, 20 South Broad Street, P. O. Box 555, Canfield, Ohio 44406. Each
proposal submitted should be accompanied by the name and address of the
shareholder submitting the proposal and the number of shares owned. If the
proponent is not a shareholder of record, proof of beneficial ownership should
also be submitted. All proposals must be a proper subject for action and
comply with the proxy rules of the Securities and Exchange Commission.
MISCELLANEOUS
The Board of Directors does not know of matters other than the review of
1995, the election of Directors and the amendment to Article IV as described
in this Proxy Statement to be acted upon at the annual meeting. If any other
matters should come before the meeting, the proxy holders will vote upon them
in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
WILLIAM D. STEWART, PRESIDENT
(APPENDIX)
FARMERS NATIONAL BANC CORP
PROXY FOR ANNUAL MEETING
20 South Broad St., P.O. Box 555, Canfield, Ohio 44406
SOLICITED BY THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that I, the Undersigned Shareholder of Farmers
National Banc Corp of Canfield, Ohio, do hereby nominate and appoint William
D. Calhoun, Ronald V. Wertz and David W. Yeany (no officer or employee of the
Corporation may be named as proxy) or any one of them (with full power to act
alone), my true and lawful attorney(s) with full power of substitution, for me
and in my name, place and stead to vote all the Common Stock of said
Corporation standing in my name on its books on February 28, 1996, at the
annual meeting of its Shareholders to be held at Colonial Catering, 429 Lisbon
Street, Canfield, Ohio 44406, on Thursday, March 28, 1996, at 4:30 P.M.,
Eastern Standard Time, or any adjournment thereof with all the powers the
undersigned would possess if personally present as follows:
1. ELECTION OF DIRECTORS: Fixing the number of Directors to be elected
at eight (8) and the election of the eight (8) persons listed in the Proxy
Statement dated March 4, 1996 accompanying the notice of said meeting.
FOR (all nominees except as indicated below) ________ WITHHOLD
AUTHORITY (as to all nominees) ________
To withhold your vote from certain nominees, strike a line through
their name.
Benjamin R. Brown, Richard L. Calvin, Joseph O. Lane,
David C. Myers, Edward A. Ort, Frank L. Paden,
William D. Stewart, Ronald V. Wertz
2. AMENDMENT TO ARTICLE IV. Increasing the authorized number of shares
to 5,000,000 shares of stock with no par value from 2,400,000 shares of stock
with a par value of $2.50 per share.
FOR ________ AGAINST ________ ABSTAIN ________
3. SUCH OTHER BUSINESS as may properly come before the meeting or any
adjournment thereof.
(Please sign on reverse side and return promptly.)
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION LISTED
UNLESS OTHERWISE INDICATED. If any other business is presented at said
meeting, this Proxy shall be voted in accordance with the recommendations of
the Board of Directors.
The Board of Directors recommends a vote "FOR" each of the listed
propositions. This proxy is solicited on behalf of The Board of Directors and
may be revoked prior to its exercise.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE (whether or not you plan to attend the meeting in person).
IF YOU DO ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. THE
PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
DATED______________________________________
NUMBER OF SHARES HELD _____________________
____________________________________ (L.S.)
____________________________________ (L.S.)
Signature of Shareholder(s)*
*When signing as attorney, executor, administrator, trustee or guardian,
please give full title. If more than one trustee, all should sign. All
joint owners must sign.
