FARMERS NATIONAL BANC CORP. DEF 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
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þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Farmers National Banc Corp.
(Name of Registrant of Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11:
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3.Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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o Fee paid previously with preliminary materials.
o 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
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2.Form, Schedule or Registration Statement No.: |
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FARMERS NATIONAL BANC CORP.
20 SOUTH BROAD STREET
CANFIELD, OHIO 44406
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MARCH 29, 2007
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that pursuant to call of its Board of Directors, the Annual Meeting of
the Shareholders of FARMERS NATIONAL BANC CORP., Canfield, Ohio will be held at Kenneth F. McMahon
Hall at the Mill Creek MetroParks Experimental & Educational Building at 7574 Columbiana-Canfield
Rd., Canfield, Ohio 44406 on Thursday, March 29, 2007 at three-thirty oclock (3:30) P.M., Eastern
Standard Time, for the purpose of considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. The election of three (3) individual directors listed in the
accompanying Proxy Statement for terms expiring in 2010.
2. TO TRANSACT SUCH OTHER BUSINESS as may properly come before the Meeting or any
adjournment thereof.
Shareholders of record at the close of business on February 2, 2007 are the only shareholders
entitled to notice of and to vote at the Annual Shareholders Meeting.
By Order of the Board of Directors,
Frank L. Paden, President & Secretary
Canfield, Ohio
March 1, 2007
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU PLAN TO BE
PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE.
FARMERS NATIONAL BANC CORP.
20 SOUTH BROAD STREET
CANFIELD, OHIO 44406
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MARCH 29, 2007
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 29, 2007 at 3:30 P.M., Eastern Standard Time, at Kenneth F. McMahon
Hall at the Mill Creek MetroParks Experimental & Educational Building at 7574 Columbiana-Canfield
Rd., Canfield, Ohio 44406, and at any adjournments thereof. The Corporation is a one-bank holding
company of which The Farmers National Bank of Canfield, herein referred to as the Bank is the
wholly owned subsidiary.
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 statement and the form of proxy are being mailed on March 1, 2007 or as soon
thereafter as practicable to all shareholders entitled to vote at the meeting. In addition to use
of mails, proxies may be solicited by officers, directors, and employees of Farmers by personal
interview, telephone or other forms of direct communication.
The 2006 Annual Report, including the required audited financial statements of the Corporation
and related financial information, is enclosed with this proxy statement and form of proxy.
VOTING RIGHTS
Only shareholders of record at the close of business on February 2, 2007 will be entitled to
vote at the meeting. As of February 2, 2007, Farmers had issued and outstanding 13,057,255 shares
of common stock with no par value held by approximately 4,008 holders of record eligible to vote.
Each outstanding share entitles the record holder 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
accordance with the instructions indicated in such proxy. If no instructions are indicated, shares
represented by proxy will be voted FOR the election of each of the directors as described herein
under Proposal 1. 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 a difference in addresses or
registration of shareholdings, each should be executed and returned in order to assure a complete
tabulation of shares.
The Corporation will appoint two officers to act as inspectors for the purpose of tabulating
the votes cast by proxy. Broker non-votes and abstentions are not treated as votes cast for
purposes of
2
any of the matters to be voted on at the meeting. The directors standing for re-election shall be
elected by a plurality of the votes cast.
The Board of Directors knows of no other business that will be presented for consideration at
the 2006 Annual Meeting other than the matters described in this Proxy Statement. If any other
matters should come before the meeting, the proxy holders will vote upon them in accordance with
their best judgment.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The Board of Directors of the Corporation currently consists of eight (8) directors and
is divided into three (3) Classes. Three (3) directors are in Class III whose terms expire
March 2007 and are up for election this year, two (2) directors are in Class I whose terms
expire March 2008, and three (3) directors are in Class II whose terms expire March 2009.
Pursuant to the Code of Regulations, the authorized number of directors has been set at
eight (8). The Board of Directors has nominated the three (3) persons named below to serve
as directors in accordance with the proposal. The class in which each director is designated
is identified below. Each of the 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 approve a resolution that provides for a lesser
number of directors. It is presently anticipated that each person elected as a director of
the Corporation at the annual meeting will be elected by the Corporation as a director of
the Corporations wholly owned subsidiary, Farmers National Bank of Canfield.
The three (3) nominees proposed for election at this Annual Meeting are Ralph D. Macali,
Frank L. Paden, and Earl R. Scott.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF THE THREE NOMINEES NAMED IN
THIS PROXY STATEMENT.
3
INFORMATION WITH RESPECT TO NOMINEES
The following table sets forth, as of the Record Date, the names of the nominees and the
continuing directors, as well as their ages, a brief description of their recent business
experience, including occupations and employment, the year in which each director became a director
of the Corporation and the year in which their terms (or in the case of the nominees, proposed
terms) as directors of the Corporation expire.
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Name |
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Principal Occupation and Five Year Business Experience |
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Age |
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Director Since |
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Nominees |
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Ralph D. Macali
Class III Director
Three Year Term Expires 2007
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Vice President of Palmer J. Macali, Inc., since 1986.
The company operates a Giant Eagle retail grocery
store. Mr. Macali is a partner in P.M.R.P.
Partnership, a real estate investment company since
1996 and is a limited partner in the Macali Family
Limited Partnership since 1998.
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50 |
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2001 |
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Frank L. Paden
Class III Director
Three Year Term Expires 2007
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President & CEO of Farmers National Bank since 1996
and EVP/Sr. Loan Officer since 1991. President &
Secretary of Farmers National Banc Corp. since 1996.
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55 |
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1992 |
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Earl R. Scott
Class III Director
Three Year Term Expires 2007
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Certified Public Accountant (CPA), Shareholder with
local accounting firm, Reali, Giampetro & Scott since
1977.
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61 |
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2003 |
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Continuing Directors |
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Joseph D. Lane
Class I Director
Three Year Term Expires 2008
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Attorney and Principal of Lane & Rusu Co. L.P.A.
since 1995. President & CEO of Lane Funeral Homes,
Inc. since 2002 and Lane Life Paramedics Ambulance
Services since 1985.
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54 |
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1999 |
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Ronald V. Wertz
Class I Director
Three Year Term
Expires 2008
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Retired Vice President, CPCU, CIC, Risk Management
Consultant with Acordia Insurance since 1998.
Previously was President and Owner of Boyer
Insurance, Inc. since 1981.
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60 |
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1989 |
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Benjamin R. Brown
Class II Director
Three Year Term
Expires 2009
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President and Owner of Castruction Company,
Incorporated in 1965. The company designs and
manufactures pre-cast shapes and associated products
for the steel industry.
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61 |
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1991 |
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Anne Frederick Crawford
Class II Director
Three Year Term Expires 2009
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Attorney and Partner in the law firm Brennan,
Frederick, Vouros & Yarwood, Ltd. since 1992.
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43 |
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2004 |
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James R. Fisher
Class II Director
Three Year Term Expires 2009
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Certified Public Accountant (CPA), currently
owner/director of Akron Auto Auction, Inc. since
2000. Previously was a Partner with Hill, Barth and
King LLC since 1965.
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68 |
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2004 |
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4
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding beneficial ownership as of December 31,
2006, of the Corporations common shares of each Director and each Executive Officer and all
Directors and Executive Officers as a group.
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Aggregate Number of |
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Shares Beneficially |
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Name |
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Owned (A) |
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Percent of Outstanding Shares |
Benjamin R. Brown |
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65,667 |
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.50% |
Joseph D. Lane |
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262,532 |
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2.01% |
Ralph D. Macali |
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99,021 |
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.76% |
James R. Fisher |
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4,052 |
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.03% |
Frank L. Paden, President and CEO |
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41,352(B) |
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.32% |
Earl R. Scott |
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4,681 |
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.04% |
Anne Frederick Crawford |
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59,390 |
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.45% |
Ronald V. Wertz |
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104,387 |
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.80% |
Carl D. Culp, EVP & CFO |
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5,455(C) |
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.04% |
Donald F. Lukas, Senior VP |
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3,558(C) |
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.03% |
Mark L. Graham, Vice President |
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5,715(D) |
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.04% |
All Directors and Executive Officers as a Group |
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655,810(E) |
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5.02% |
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(A) |
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Information relating to beneficial ownership is based upon information available to
Farmers and uses Beneficial Ownership concepts set forth in the rules of the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended. Under such
rules, Beneficial Ownership includes those shares over which an individual has sole or
shared voting, and/or investment powers such as beneficial interest of a spouse, minor
children, or other relatives living in the home of the named individual, trusts, estates
and certain affiliated companies. |
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(B) |
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Includes 7,500 shares subject to options exercisable within 60 days of the Record Date. |
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(C) |
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Includes 3,000 shares subject to options exercisable within 60 days of the Record Date. |
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(D) |
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Includes 2,000 shares subject to options exercisable within 60 days of the Record Date. |
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(E) |
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Includes 41,352 shares held by Frank L. Paden; 5,455 shares held by Carl D. Culp; 3,558
shares held by Donald F. Lukas and 5,715 shares held by Mark L. Graham. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) requires the
Corporations directors and executive officers, and persons who own more than 10% of a registered
class of the Corporations equity securities, to file with the Securities and Exchange Commission
(the SEC) initial reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Corporation. Officers, directors and
greater than 10% stockholders are required by SEC regulation to furnish the Corporation with copies
of all Section 16(a) forms they file.
To the Corporations knowledge, based solely on a review of the copies of such reports
furnished to the Corporation and written representations that no other reports were required,
during 2006 all Section 16(a) filing requirements applicable to its officers, directors and greater
than 10% beneficial owners were complied with.
5
COMMITTEES OF THE BOARD OF DIRECTORS
During 2006, the Board of Directors of the Corporation held twelve regular monthly meetings
and one special meeting. All directors attended at least 75% of the aggregate number of meetings
of the Board of Directors and the respective committees on which they serve. Members of the Board
of Directors received a monthly retainer of $1,000 for serving on the Board of Directors of the
Corporation. In addition, these directors received a $500 fee for each of the committee meetings
attended with the exception of Mr. Paden who does not receive any compensation for committee
meetings. The Board consists of eight members, all of whom except Mr. Paden qualify as
independent directors under the standard of the NASDAQ Stock Market, Inc.
The Board encourages all directors to attend the Annual Meeting of Shareholders, although no
formal policy has been adopted by the Board regarding such attendance. All members of the Board
immediately prior to the Annual Meeting of Shareholders held in March 2006 attended such meeting.
At the directors organizational meeting, held on April 11, 2006, following the last Annual
Shareholders Meeting of the Farmers National Banc Corp., the following committees were appointed by
the President & Secretary:
The Board of Directors has an Audit Committee established in accordance with section
3(a)(58)(A) of the Exchange Act. The Audit Committee consists of Directors Crawford, Fisher, Scott
and Wertz. Each of the members is independent from the Company, in accordance with the
requirements of the National Association of Securities Dealers. The Board of Directors has
determined that Messrs. Scott and Fisher qualify as Audit Committee financial experts. The Audit
Committee met four times in 2006. Included in the functions performed by the Audit Committee are
(i) review the internal auditing procedures and controls of the Corporation and its subsidiary;
(ii) review reports prepared by the internal and external auditor; (iii) formally report to the
full Board of Directors its evaluations, conclusions and recommendations with respect to the
Corporations implementation of its policies, practices and controls; (iv) hold discussions with
external auditors regarding the quality of the Corporations financial reporting; (v) recommend to
the Board of Directors that the Corporations financial statements be included in the annual report
in Form 10-K filing; and (vi) review and discuss audited financial statements with the external
auditor and management. The Audit Committee operates under a written charter adopted by the Board
of Directors. A copy of the Audit Committee Charter can be found on the Corporations web site at
www.fnbcanfield.com.
Audit Committee Report: The Corporations Audit Committee has reviewed and discussed with
management the audited financial statements of the Corporation for the year ended December 31,
2006. In addition, the Committee has discussed with Crowe Chizek and Company LLC, the independent
auditing firm for the Corporation, the matters required by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, and Rule 2-07, Communication with Audit
Committees, of Regulation S-X.
The Committee also has received the written disclosures from Crowe Chizek and Company LLC
required by Independence Standards Board Standard No. 1, and have discussed with Crowe Chizek and
Company LLC its independence from the Corporation.
Based on the foregoing discussion and reviews, the Committee has recommended to the
Corporations Board of Directors that the audited financial statements be included in the
Corporations Annual Report on Form 10-K for the year ended December 31, 2006 for filing with the
Securities and Exchange Commission.
The Board of Directors has a Discount Loan Committee consisting of all the directors. The
function of this committee is to review all loans made during the previous periods and to approve
any new loan applications or loan commitments, which are greater than the lending limits of
specific loan officers or the Executive Loan Committee. This committee meets on a regular biweekly
basis with three members of the Banks Executive Loan Committee.
6
The Board of Directors has a Building Committee consisting of all the directors. The function
of this committee is to oversee site selection for new offices, remodeling projects and any other
modifications to the Corporations buildings. This committee did not meet in 2006.
The Board of Directors has a Long-Range and Strategic Planning Committee consisting of all the
directors. This committee is responsible for the formulation and implementation of the
Corporations long range Strategic Plan and short term Business Plan. This committee met two times
in 2006.
The Board of Directors has a Risk Management and Insurance Committee consisting of Directors Wertz, Brown, Macali and EVP/CFO Culp. The function of this committee is to annually
review all insurance protection and coverage maintained by the Corporation. This committee met
once in 2006.
The Board of Directors has an Executive Compensation and Employees Salary Committee consisting
of Directors Brown, Macali, Lane, Crawford, Scott, Fisher and Wertz. During 2006, this Compensation
Committee met once. Duties of this committee include reviewing the performance of and establishing
compensation for the officers of the Corporations subsidiary, Farmers National Bank of Canfield.
The Compensation Committee also administers the Farmers National Banc Corp. 1999 Stock Option Plan.
The Board of Directors has a Nominating Committee consisting of all the directors. All
members of the committee are independent with the exception of Mr. Paden. During 2006, the
Nominating Committee met once. This committee is responsible for selecting and recommending to the
Board of Directors with respect to: (a) nominees for election as Directors at the Annual Meeting of
shareholders; (b) nominees to fill Board vacancies; and (c) the composition of membership of the
various other standing Board committees. The Nominating Committee will consider director nominees
recommended by shareholders, provided these nominations are in accordance with the procedures set
forth in the Corporations Code of Regulations. The Code of Regulations requires that nominations
made by a shareholder be made in writing to the Secretary of the Corporation not less than 90 nor
more than 120 days prior to the Annual Meeting. The nomination must include the name, age,
address, principal occupation and employment history for at least five years, the number of shares
of the Corporation owned by the nominee and the identity and ownership of shares of the shareholder
making such nomination. The Corporation may also require other information reasonably required
allowing the Nominating Committee to make an informed decision regarding the qualifications and
characteristics of the nominee. In its deliberations for all candidates, the Nominating Committee
considers a candidates personal and professional integrity as well as knowledge of the banking
business, involvement in community, business and civic affairs. In searching for qualified
director candidates to fill vacancies to the Board, the Nominating Committee solicits potential
candidates from members of the Board. If no acceptable candidates are found from such
solicitation, each member of the Board is asked to seek suggested candidates from their respective
trusted personal and business advisors. In this process, nominations from shareholders will also
be considered. With respect to nominating an existing director for re-election, the Nominating
Committee will consider the intentions of the Director to continue to serve the Corporation, and
will consider and review such directors Board and committee attendance, performance and
independence. The Nominating Committee operates under a written charter adopted by the Board of
Directors. A copy of the Nominating Committee Charter can be found on the Corporations web site
at www.fnbcanfield.com.
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.
7
The Corporations Board of Directors provides a process for security holders to send
communications to the Board of Directors, which is as follows: any shareholder wishing to
communicate with the Board of Directors, or an individual member of the Board may do so in writing
by sending such communication to Mr. Frank L. Paden, President at the main office of the
Corporation, 20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406. All communications that
are within the scope of the responsibilities of the Board and its Committees are to be presented to
the Board not later than the next regularly scheduled Board meeting, unless in good faith, such
communication can not be transmitted timely to the members of the Board, then such communication
shall be presented at the next subsequent regularly scheduled Board meeting.
DIRECTOR COMPENSATION TABLE
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Fees Earned or Paid in |
Name of Director |
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Cash ($)* |
Benjamin R. Brown
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25,500 |
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Anne Frederick Crawford
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27,500 |
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James R. Fisher
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27,000 |
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Joseph D. Lane
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25,500 |
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Ralph D. Macali
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26,500 |
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Earl R. Scott
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28,000 |
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Ronald V. Wertz
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27,500 |
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* Directors received a monthly retainer of $1,000 for serving on the Board of Directors
of the Corporation. In addition, these directors received a $500 fee for each of the
committee meetings attended. Compensation paid to Mr. Paden for director services is
included in the Summary Compensation Table herein .
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis and Report of Compensation Committee
The members of the Compensation Committee are Benjamin R. Brown, Chairman, Ralph D. Macali,
Joseph D. Lane, James R. Fisher, Earl R. Scott, Anne Frederick Crawford and Ronald V. Wertz. None
of these individuals are officers or former officers of the Corporation or the Bank. No corporate
or committee interlocks exist which require disclosure under SEC regulations. No member has
registered a disagreement with this report. The Compensation Discussion and Analysis and Report of
Compensation Committee has been reviewed and discussed with management, and, based on such
discussion, the Compensation Committee recommended to the Board that the Discussion and Analysis
and Report of Compensation Committee be included in the Corporations proxy statement on Schedule
14A under the Exchange Act.
Responsibility. Policy and decision-making relating to compensation of the Corporations
executives rest with the Executive Compensation and Employees Salary Committee of the Board of
Directors (the Compensation Committee), which is made up of all of the independent directors.
The Compensation Committee may not delegate its authority. No officers of the Corporation sit on
the Compensation Committee, nor do any officers have a role in determining executive compensation.
The Compensation Committee reports to the full Board, but its decisions are not subject to full
Board approval. No compensation consultants were used in 2006. The Compensation Committee sets
the limits for compensation increases in the aggregate for all staff, reviews performance of
executive officers and sets their salaries for the coming year. The Compensation Committee also
negotiated the terms of the executive contracts referred to as Employment Contracts of Executives,
discussed below. In addition, the Compensation Committee recommends any incentive or bonus program
to the Board.
Objectives. The Compensation Committee oversees an integrated compensation program having
several elements as discussed below. With respect each element of executive compensation, the
Compensation Committee has the objectives 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.
8
What the Compensation Program is Designed to Reward. The executive compensation programs are
designed to reward: (1) specific job performance by the individual in question; (2) contribution to
target levels of growth, profitability, stability and capital; and, (3) two additional specific
items of corporate performance in the banking industry: return on equity (ROE) and return on
assets (ROA). Also considered is the executives contribution to the general success of the Bank
and its business plan. Successful bank operations depend upon accomplishment in all areas and
integration with the business communitys direction and success in the Banks market areas.
Executive performance is therefore evaluated using these factors as well. Specific results of each
executives area of responsibility are evaluated and considered. The Compensation Committee
evaluates the President (Principal Executive Officer) on the same basis 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.
Elements of Compensation. The elements of compensation currently used by the Compensation
Committee are: (1) salary, (2) participation in the Stock Option Plan, (3) Deferred Compensation
Agreements, (4) Employment Contracts of Executives, and (5) the Corporations non discriminatory
401(k) Plan. The Corporation pays each of these elements because it believes each element
contributes to an integrated, balanced, fair, and competitive compensation program. Such a program
is necessary for the Bank to attract and retain the consistent, long-term leadership that is
required for the Bank to succeed. The Compensation Committee recommends and determines the amounts
for each element based upon its straightforward judgments about the performance of individuals and
the long-term interests of the Corporations shareholders. The compensation committees policy for
allocating between long-term and currently paid out compensation is to emphasize a competitive
salary structure. There have been no grants of options under the Stock Option Plan in 2006. Each
element of compensation is presented in the Summary Compensation Table provided below.
Determination of Amounts of Compensation. The Compensation Committee does not engage in any
benchmarking of the Corporations compensation against any other institution; however, it is
aware of the competitive market for banking executives in the Corporations geographic market. The
Corporations compensation program for the elements of salary and stock options must be competitive
in the relevant market, and this is the primary consideration in setting levels of salaries and
grants under the Stock Option Plan. There are no additional Deferred Compensation Agreements or
Employment Contracts of Executives presently contemplated by the Compensation Committee.
Summary Compensation Table. Listed below is the total compensation paid by the Corporations
subsidiary, The Farmers National Bank of Canfield, during the fiscal years indicated to the named
person(s) for their respective services in all capacities, specifically setting forth the direct
compensation to the President & CEO (who is also the Corporations Principal Executive Officer),
the Principal Financial Officer and two other Executive Officers who received cash and cash
equivalent compensation in excess of $100,000. The Compensation Committee has recommended and
approved the compensation set forth below.
9
Summary Compensation Table
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Annual Salary |
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401(k) |
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and Director |
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Corporation |
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All Other |
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Name and Principal Position |
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Year |
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Fees (a) |
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Contribution (b) |
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Compensation (c) |
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Total |
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Frank L. Paden |
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2006 |
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227,250 |
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9,041 |
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9,998 |
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246,289 |
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President & CEO |
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2005 |
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227,250 |
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9,686 |
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9,091 |
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246,027 |
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Principal Executive Officer |
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2004 |
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221,750 |
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12,600 |
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9,557 |
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243,907 |
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Carl D. Culp, EVP & CFO |
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2006 |
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128,706 |
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5,406 |
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252 |
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134,364 |
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Principal Financial Officer |
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2005 |
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123,858 |
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5,574 |
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252 |
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129,684 |
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2004 |
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119,000 |
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7,140 |
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252 |
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126,392 |
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Donald F. Lukas |
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2006 |
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128,706 |
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5,406 |
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6,565 |
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140,677 |
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Senior Vice President |
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2005 |
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123,858 |
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5,574 |
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6,288 |
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135,720 |
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2004 |
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119,000 |
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7,140 |
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12,475 |
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138,615 |
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Mark L. Graham |
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2006 |
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102,839 |
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4,319 |
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684 |
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107,842 |
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Vice President |
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2005 |
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99,259 |
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4,467 |
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684 |
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104,410 |
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2004 |
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96,000 |
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5,760 |
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446 |
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102,206 |
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(a) |
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The amount of Director Fees included in this annual amount is as follows: Paden ($12,000,
$12,000 and $11,750 for 2006, 2005 and 2004 respectively). |
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(b) |
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In May 1996, the Corporation adopted a 401(k) Profit Sharing Retirement Savings Plan. All
employees of the Bank who have completed at least one year of service and meet certain other
eligibility requirements are eligible to participate in the Plan. Under the terms of the
Plan, employees may voluntarily defer a portion of their annual compensation, not to exceed
15%, pursuant to Section 401(k) of the Internal Revenue Code. The Bank matches a percentage
of the participants voluntary contributions up to 6% of gross wages. In addition, at the
discretion of the Board of Directors, the Bank may make an additional profit sharing
contribution to the Plan. The Banks contributions are subject to a vesting schedule and the
Plan meets the requirements of Section 401(a) of the Internal Revenue Code and Department of
Labor Regulations under ERISA. |
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(c) |
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Amounts represent cost of group term life insurance and other benefits, and for Messrs. Paden
and Lukas, accrued amounts under each of their respective deferred compensation agreements. |
There were no bonus payments to the named executives for the years shown above, and no stock
options granted; accordingly, salary was the primary compensation.
Deferred Compensation Agreements. In 1991, as a result of certain changes in the Internal
Revenue Code, the Banks former pension plan was amended to reduce significantly the benefits of
several key employees, including those of Mr. Paden and Mr. Lukas. As a result, the Bank has
entered into Deferred Compensation Agreements with two of the executive officers named above, Mr.
Paden and Mr. Lukas. Under the terms of the Deferred Compensation Agreements, upon retirement, Mr.
Paden will receive monthly payments of $930.00 and Mr. Lukas will receive monthly payments of
$815.00, each for a period of two hundred and four (204) consecutive months. In the event that any
payments remain payable to the executive officer at the time of his death, the remaining payments
will be discounted to present value (at the rate of 6% compounded annually) and paid to his
surviving spouse in a lump sum. If there is no surviving spouse, the lump sum payment will be made
to the estate of the deceased executive. Payments will be prorated in the event the employee
retires before the age of 65, and will be increased if he retires after the age of 65. These
Agreements are funded by life insurance policies owned by the Bank, on which the Bank is the
beneficiary and on which the Bank pays the premiums. These Agreements also provide that these
executive officers will be available to perform consulting services for the Bank during the period
they are receiving these payments, and prohibits them from entering into competition with the Bank
during that same period.
EMPLOYMENT CONTRACTS OF EXECUTIVES
The Corporation has entered into employment contracts with Frank L. Paden, Carl D. Culp,
Donald F. Lukas and Mark L. Graham. The Corporation desires to provide for the continued
employment of these executives resulting in continuity of management for the future. Each
executive
10
has entered into an employment contract on or about March 29, 2001. Each employment contract for
each respective executive provides the following terms and conditions of employment:
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Each executive shall have a term of employment commencing on the date of the employment
contract and continuing until that annual meeting which takes place during the third
calendar year following the date of the agreement. At each successive annual meeting after
the date of execution, the term of employment is renewed for an additional three-year
period of time. The agreement shall continue until terminated pursuant to its terms. |
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The executive can only be terminated by the Corporation for cause, as that term is
described in the agreement. If terminated, the executive shall be paid his salary for his
remaining term of employment. Such payment shall be made in lump sum. |
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If a change in control of the Corporation shall occur and the executive leaves the
employment of the Corporation within eighteen (18) months following the change of control,
in addition to the above compensation, the employee shall receive a lump sum payment of
three (3) times his prior years compensation. The compensation which might be paid to
each of the named officers pursuant to a change in control, based upon compensation
received in 2006 is: Frank L. Paden $738,867; Carl D. Culp $403,092; Donald F. Lukas
$422,031; Mark L. Graham $323,526. Upon termination for any reason, each of the Executive
Officers shall be subject to a non-compete and non-solicitation agreement, which shall
prevent such individual from working for a competitor of the Corporation or the Bank. |
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If the executive is terminated without cause, or leaves the Corporation within eighteen
(18) months following a change of control, or if the board fails to elect the executive to
a position of comparable duties and responsibilities then being served by the executive,
all stock options previously granted to the executive shall become immediately exercisable
and vested. |
The Compensation Committee of the Board of Directors approved the terms of the
employment contracts.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following table sets forth the incentive stock options granted to the Corporations
President & CEO, Executive Vice President and CFO, and other named Executive Officers under the
Farmers National Banc Corp. 1999 Stock Option Plan. The Compensation Committee of the Board of
Directors has approved the grants of incentive stock options described below. No options have been
exercised.
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Number of Securities |
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Underlying Unexercised |
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Options |
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Which are |
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Exercisable |
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Exercise Price (2) |
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Name |
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(1) |
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Per share |
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Expiration Date |
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Frank L. Paden |
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7,500 |
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$11.00 |
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11/09/2009 |
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Carl D. Culp |
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3,000 |
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$11.00 |
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11/09/2009 |
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Donald F. Lukas |
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3,000 |
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$11.00 |
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11/09/2009 |
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Mark L. Graham |
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2,000 |
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$11.00 |
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11/09/2009 |
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(1) |
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Options granted in 2001 are incentive stock options, which are exercisable equally over a
five-year vesting period; however, all options become immediately exercisable in the event of
a change in control of the Corporation. These options were granted for a term of eight years,
subject to earlier termination in certain events related to termination of employment. All
options granted have been vested and are exercisable. |
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(2) |
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Exercise price is the fair market value on the date of the grant. |
11
INDEBTEDNESS OF MANAGEMENT
The Bank 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 2006, the largest aggregate extensions
of credit to executive officers, directors and their associates during the year ended December 31,
2006 was $6,193,252 or 8.12% of Equity Capital Accounts. In the opinion of the management of the
Bank, these transactions do not involve more than a normal risk of collection or present any
unfavorable features.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Crowe Chizek and Company LLC (Crowe Chizek) has served as the Corporations independent
public accountant for the fiscal year ending December 31, 2006. They have served in that capacity
since 2003. Crowe Chizek is expected to have a representative present at the Annual Meeting and
will be available to respond to shareholders questions and if it desires, will have an opportunity
to make any statement it considers appropriate.
PRINCIPAL ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees billed to Farmers National Banc Corp. for
the fiscal years ended December 31, 2006 and 2005 by the Corporations principal accounting firm,
Crowe Chizek:
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12/31/06 |
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12/31/05 |
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Audit Fees (1) |
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$ |
215,000 |
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$ |
200,000 |
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Audit Related Fees (2) |
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$ |
12,720 |
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$ |
48,700 |
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Tax Fees (3) |
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$ |
18,090 |
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$ |
13,050 |
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All Other Fees |
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0 |
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0 |
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Total Fees |
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$ |
245,810 |
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$ |
261,750 |
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(1) |
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Includes fees related to the audit of the consolidated financial statements and
internal control over financial reporting of Farmers National Banc Corp., including
quarterly reviews and review of Forms 10-Q and 10-K. |
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(2) |
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Includes fees related to the audit of the Corporations 401(K) Plan and
accounting consultations. |
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(3) |
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Includes fees for services performed related to the preparation of various
federal, state and local income tax returns and tax planning. |
The Audit Committee has adopted a policy for pre-approving all permissible services
performed by Crowe Chizek. This policy requires the pre-approval of all services that may be
provided by our independent auditors. All of the services provided by Crowe Chizek for the fiscal
year ending December 31, 2006 were subject to this policy and were approved by the Audit Committee
under this policy. The Audit Committee has determined that the fees paid to Crowe Chizek during
2006 are compatible with maintaining the auditors independence.
SHAREHOLDER PROPOSALS
Any Shareholder proposal intended to be placed in the Proxy Statement for the 2007 Annual
Meeting to be held in March 2008 must be received by the Corporation no later than December 1,
2007. Written proposals should be sent to Carl D. Culp, 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. Reference is made to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for information concerning the
content and form of such proposal and the manner in which such proposal must be made.
12
ANNUAL REPORT ON FORM 10-K
A copy of the Corporations 2006 Annual Report on Form 10-K filed with the Securities and
Exchange Commission, will be available without charge to shareholders upon written request to Carl
D. Culp, Executive Vice President and Treasurer, Farmers National Banc Corp., 20 South Broad
Street, P.O. Box 555, Canfield, Ohio 44406.
BY ORDER OF THE BOARD OF DIRECTORS,
FRANK L. PADEN, PRESIDENT & SECRETARY
13
FARMERS NATIONAL BANC CORP.
20 South Broad St., P.O. Box 555, Canfield, Ohio 44406
PROXY FOR ANNUAL MEETING
SOLICITED BY THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENT, that I, the Undersigned Shareholder of Farmers National Banc Corp.
(the Corporation), do hereby nominate and appoint Richard L. Calvin, Ronald V. Wertz and Edward
A. Ort (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 2, 2007, at the Annual Meeting of its Shareholders to be held at
Kenneth F. McMahon Hall at the Mill Creek MetroParks Experimental & Educational Building at 7574
Columbiana-Canfield Rd., Canfield, Ohio 44406 on Thursday, March 29, 2007 at three-thirty oclock
(3:30) P.M., Eastern Standard Time, or any adjournment thereof with all the powers the undersigned
would possess if personally present as follows:
ELECTION OF DIRECTORS: The election of the three (3) persons listed in the Proxy Statement dated
March 1, 2007 accompanying the notice of said meeting. The Corporation proposes these nominees.
Please give your instructions by marking the box of your choosing.
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1. |
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FOR
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AGAINST
|
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WITHHOLD |
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Ralph D. Macali |
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Frank L. Paden |
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Earl R. Scott |
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2. |
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SUCH OTHER BUSINESS as may properly come before the meeting or any adjournment thereof. |
IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THIS PROXY CONFERS AUTHORITY TO VOTE AND WILL
BE VOTED FOR EACH PROPOSITION LISTED. 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 THE LISTED PROPOSITION. 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.
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DATED |
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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 holders must sign.