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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: March 29, 2024
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. |
(d) Election of New Directors
The Board of Directors (the “Board”) of Auburn National Bancorporation, Inc. (the “Company”) and AuburnBank (the “Bank”), upon the recommendation of its Nominating and Corporate Governance Committee, elected Sandra J. Spencer and Michael A. Lawler effective March 29, 2024, to serve as directors for the Company and the Bank for a term ending on the Company’s 2024 Annual Meeting of Shareholders to be held May 14, 2024. The Nominating and Corporate Governance Committee has also nominated Ms. Spencer and Mr. Lawler as nominees for re-election at the Annual Meeting. Following the 2024 Annual Meeting of Shareholders, Ms. Spencer and Mr. Lawler will be appointed to committees of the Board of Directors. The Board of Directors has determined that Ms. Spencer and Mr. Lawler are independent directors.
On March 29, 2024, the Company issued a press release announcing Ms. Spencer’s and Mr. Lawler’s appointment to the Boards of both the Company and the Bank, which is included as Exhibit 99.1.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
| (d) | Exhibits. The following exhibit is furnished herewith: |
| Exhibit |
Exhibit Description |
|
| 99.1 | Press Release, dated March 29, 2024 | |
| 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: March 29, 2024 | ||||
Exhibit 99.1
|
|
For additional information, contact: David A. Hedges President and CEO (334) 821-9200 |
Press Release – March 29, 2024
Auburn National Bancorporation, Inc. Elects Two New Directors
AUBURN, Alabama –Auburn National Bancorporation, Inc. (the “Company”) (Nasdaq: AUBN), the parent company of AuburnBank (the “Bank”), announced that Sandra J. Spencer and Michael A. Lawler have been elected effective March 29, 2024 to the Board of Directors for both the Company and the Bank.
“We are delighted to have Ms. Spencer and Mr. Lawler join our team of Directors,” said Robert W. Dumas, Chairman of the Company and the Bank. “They both bring valuable experience to our Board.”
Ms. Spencer is currently retired from Auburn University. Before retiring, Ms. Spencer served as the Director for the Alabama 4-H Youth Development and Conference Center in Columbiana, Alabama from 2000 to 2014. Ms. Spencer received her B.S. in Business Administration from Auburn University and is a member of Chapter A, P.E.O., a philanthropic organization focused on the education and advancement of women. Ms. Spencer is the daughter of E. L. Spencer, Jr., the Company’s former Chairman.
“Ms. Spencer’s extensive experience in hospitality and customer service along with the relationships she has developed in the community and with Auburn University make her uniquely qualified to assist the Company and the Bank with its commitment to meeting the financial needs of the communities we serve,” stated Mr. Dumas.
Mr. Lawler is the founder and Chief Executive Officer of Fullsteam Holdings LLC, a leading payments and software company headquartered in Auburn, Alabama, that was established in 2018. Prior to Fullsteam, Mr. Lawler, served as an executive officer and President of the Strategic Markets Group for Heartland Payment Systems, Inc, (“Heartland”) where he led mergers and acquisitions and established Heartland in several vertical markets by acquiring core business software platforms and leading their growth through continuous product development and payment integration. Mr. Lawler is a graduate of Auburn University, with a B.S. in Computer Engineering and a Masters Degree in Computer Science.
“Mr. Lawler’s background in providing software and payment solutions for a variety of small business industry verticals brings valuable insight and knowledge to the Company and the Bank as the importance of technology in banking continues to accelerate,” stated Mr. Dumas.
About Auburn National Bancorporation, Inc.
Auburn National Bancorporation, Inc. (the “Company”) is the parent company of AuburnBank (the “Bank”), with total assets of approximately $975 million. The Bank is an Alabama state-chartered bank that is a member of the Federal Reserve System, which has operated continuously since 1907. Both the Company and the Bank are headquartered in Auburn, Alabama. The Bank conducts its business in East Alabama, including Lee County and surrounding areas. The Bank operates eight full-service branches in Auburn, Opelika, Valley, and Notasulga, Alabama. The Bank also operates a loan production office in Phenix City, Alabama. Additional information about the Company and the Bank may be found by visiting www.auburnbank.com.
