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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: September 15, 2023
AUBURN NATIONAL BANCORPORATION, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-26486 | 63-0885779 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 North Gay Street, P.O. Drawer 3110, Auburn, Alabama 36831-3110
(Addresses of Principal Executive Offices, including Zip Code)
(334) 821-9200
(Registrant’s Telephone Number, including Area Code)
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:
| ☐ | 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 |
||
| Common Stock, par value $0.01 | AUBN | Nasdaq Global Market |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 12, 2023, Edward Lee Spencer, III provided notice that he was retiring effective September 30, 2023 as a director of Auburn National Bancorporation, Inc. (the “Company”) and the Company’s wholly owned subsidiary, AuburnBank (the “Bank”), and as a member of the Property Committee. Mr. Spencer has served as a director of the Company and the Bank since 1991.
Mr. Spencer’s retirement is not a result of any disagreement between himself and the Company or the Bank.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibit is furnished herewith: |
| Exhibit |
Exhibit Description |
|
| 99.1 | Letter to the Board of Directors from Edward Lee Spencer, III dated September 12, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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: September 15, 2023
Exhibit 99.1
September 12, 2023
The Board of Directors
Auburn National Bancorporation, Inc.
AuburnBank
100 North Gay Street, P. O. Drawer 3110
Auburn, AL 36831-3110
Ladies and Gentlemen:
I joined the AuburnBank (“Bank”) and Auburn National Bancorporation, Inc. (“Company”) boards of directors (the “Board”) 32 years ago. It has been a pleasure to work with this organization and its directors and employees, and to help the Bank and our communities grow and prosper during the over three decades I have served as a director.
I have decided to retire as a director of the Company and the Bank effective September 30, 2023. I am looking forward to spending more time with my family.
I have no disagreements with the Company or the Bank or their operations, policies or practices.
I wish you, the Company and the Bank continued success in your service to our customers and communities.
| Sincerely, |
| Edward Lee Spencer, III |