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
o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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:
     
 
  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:
 
   
 
   
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 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:
 
   
 
   


 

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 o’clock (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 Corporation’s 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.
                     
Name   Principal Occupation and Five Year Business Experience   Age   Director Since
 
                   
Nominees
                   
 
                   
Ralph D. Macali
Class III Director
Three Year Term

Expires 2007
  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.     50       2001  
 
                   
Frank L. Paden
Class III Director
Three Year Term

Expires 2007
  President & CEO of Farmers National Bank since 1996 and EVP/Sr. Loan Officer since 1991. President & Secretary of Farmers National Banc Corp. since 1996.     55       1992  
 
                   
Earl R. Scott
Class III Director
Three Year Term

Expires 2007
  Certified Public Accountant (CPA), Shareholder with local accounting firm, Reali, Giampetro & Scott since 1977.     61       2003  
 
                   
 
                   
Continuing Directors
                   
 
                   
Joseph D. Lane
Class I Director
Three Year Term

Expires 2008
  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.     54       1999  
 
                   
Ronald V. Wertz
Class I Director
Three Year Term
Expires 2008
  Retired Vice President, CPCU, CIC, Risk Management Consultant with Acordia Insurance since 1998. Previously was President and Owner of Boyer Insurance, Inc. since 1981.     60       1989  
 
                   
Benjamin R. Brown
Class II Director
Three Year Term
Expires 2009
  President and Owner of Castruction Company, Incorporated in 1965. The company designs and manufactures pre-cast shapes and associated products for the steel industry.     61       1991  
 
                   
Anne Frederick Crawford
Class II Director
Three Year Term

Expires 2009
  Attorney and Partner in the law firm Brennan, Frederick, Vouros & Yarwood, Ltd. since 1992.     43       2004  
 
                   
James R. Fisher
Class II Director
Three Year Term

Expires 2009
  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.     68       2004  

4


 

SECURITY OWNERSHIP OF MANAGEMENT
     The following table sets forth information regarding beneficial ownership as of December 31, 2006, of the Corporation’s common shares of each Director and each Executive Officer and all Directors and Executive Officers as a group.
         
    Aggregate Number of    
    Shares Beneficially    
Name   Owned (A)   Percent of Outstanding Shares
Benjamin R. Brown
  65,667   .50%
Joseph D. Lane
  262,532   2.01%
Ralph D. Macali
  99,021   .76%
James R. Fisher
  4,052   .03%
Frank L. Paden, President and CEO
  41,352(B)   .32%
Earl R. Scott
  4,681   .04%
Anne Frederick Crawford
  59,390   .45%
Ronald V. Wertz
  104,387   .80%
Carl D. Culp, EVP & CFO
  5,455(C)   .04%
Donald F. Lukas, Senior VP
  3,558(C)   .03%
Mark L. Graham, Vice President
  5,715(D)   .04%
All Directors and Executive Officers as a Group
  655,810(E)   5.02%
  (A)   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.
 
  (B)   Includes 7,500 shares subject to options exercisable within 60 days of the Record Date.
 
  (C)   Includes 3,000 shares subject to options exercisable within 60 days of the Record Date.
 
  (D)   Includes 2,000 shares subject to options exercisable within 60 days of the Record Date.
 
  (E)   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 Corporation’s directors and executive officers, and persons who own more than 10% of a registered class of the Corporation’s 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 Corporation’s 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 director’s 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 Corporation’s implementation of its policies, practices and controls; (iv) hold discussions with external auditors regarding the quality of the Corporation’s financial reporting; (v) recommend to the Board of Directors that the Corporation’s 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 Corporation’s web site at www.fnbcanfield.com.
     Audit Committee Report: The Corporation’s 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 Corporation’s Board of Directors that the audited financial statements be included in the Corporation’s 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 Bank’s 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 Corporation’s 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 Corporation’s 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 Corporation’s 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 Corporation’s 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 candidate’s 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 director’s 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 Corporation’s 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 Corporation’s 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
         
    Fees Earned or Paid in
Name of Director   Cash ($)*
Benjamin R. Brown
    25,500  
Anne Frederick Crawford
    27,500  
James R. Fisher
    27,000  
Joseph D. Lane
    25,500  
Ralph D. Macali
    26,500  
Earl R. Scott
    28,000  
Ronald V. Wertz
    27,500  
* 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 Corporation’s proxy statement on Schedule 14A under the Exchange Act.
     Responsibility. Policy and decision-making relating to compensation of the Corporation’s 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 executive’s 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 community’s direction and success in the Bank’s market areas. Executive performance is therefore evaluated using these factors as well. Specific results of each executive’s 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 Corporation’s 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 Corporation’s shareholders. The compensation committee’s 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 Corporation’s compensation against any other institution; however, it is aware of the competitive market for banking executives in the Corporation’s geographic market. The Corporation’s 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 Corporation’s 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 Corporation’s 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
                                         
            Annual Salary     401(k)              
            and Director     Corporation     All Other        
Name and Principal Position   Year     Fees (a)     Contribution (b)     Compensation (c)     Total  
 
                                       
Frank L. Paden
    2006       227,250       9,041       9,998       246,289  
President & CEO
    2005       227,250       9,686       9,091       246,027  
Principal Executive Officer
    2004       221,750       12,600       9,557       243,907  
 
                                       
Carl D. Culp, EVP & CFO
    2006       128,706       5,406       252       134,364  
Principal Financial Officer
    2005       123,858       5,574       252       129,684  
 
    2004       119,000       7,140       252       126,392  
 
                                       
Donald F. Lukas
    2006       128,706       5,406       6,565       140,677  
Senior Vice President
    2005       123,858       5,574       6,288       135,720  
 
    2004       119,000       7,140       12,475       138,615  
 
                                       
Mark L. Graham
    2006       102,839       4,319       684       107,842  
Vice President
    2005       99,259       4,467       684       104,410  
 
    2004       96,000       5,760       446       102,206  
(a)   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).
 
(b)   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 Bank’s 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.
 
(c)   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 Bank’s 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:
    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.
 
    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.
 
    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 year’s 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.
 
    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 Corporation’s 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.
                         
    Number of Securities              
    Underlying Unexercised              
    Options              
    Which are              
    Exercisable     Exercise Price (2)        
Name   (1)     Per share     Expiration Date  
Frank L. Paden
    7,500     $11.00       11/09/2009  
Carl D. Culp
    3,000     $11.00       11/09/2009  
Donald F. Lukas
    3,000     $11.00       11/09/2009  
Mark L. Graham
    2,000     $11.00       11/09/2009  
(1)   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.
 
(2)   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 Corporation’s 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 Corporation’s principal accounting firm, Crowe Chizek:
                 
    12/31/06     12/31/05  
 
               
Audit Fees (1)
  $ 215,000     $ 200,000  
Audit — Related Fees (2)
  $ 12,720     $ 48,700  
Tax Fees (3)
  $ 18,090     $ 13,050  
All Other Fees
    0       0  
 
           
Total Fees
  $ 245,810     $ 261,750  
 
           
  (1)   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.
 
  (2)   Includes fees related to the audit of the Corporations 401(K) Plan and accounting consultations.
 
  (3)   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 auditor’s 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 Corporation’s 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 o’clock (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.
                 
1.
               
 
  FOR   AGAINST   WITHHOLD    
 
   
 
 
 
  Ralph D. Macali
 
   
 
 
 
  Frank L. Paden
 
   
 
 
 
  Earl R. Scott
 
               
2.   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.
         
 
  DATED    
 
       
 
       
     
 
       
     
    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.