UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: February 11, 2016

 

 

AUBURN NATIONAL BANCORPORATION, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   0-26486   63-0885779

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

100 North Gay Street, P.O. Drawer 3110, Auburn, Alabama 36831-3110

(Addresses of Principal Executive Offices, including Zip Code)

(334) 821-9200

(Registrant’s Telephone Number, including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Directors

On February 9, 2016, the Board of Directors (the “Board”) of Auburn National Bancorporation, Inc. (the “Company”) and AuburnBank (the “Bank”) appointed Ms. Amy Murphy, CPA, and Dr. Patricia Wade Williams, M.D. (known professionally and herein as “Dr. Wade”), to serve as directors for the Company and the Bank. Ms. Murphy and Dr. Wade will initially serve on the Independent Directors Committee. Following the 2016 Annual Meeting, Ms. Murphy and Dr. Wade may be appointed to other committees.

There is no agreement or understanding between Ms. Murphy or Dr. Wade and any other person pursuant to which they were elected to the Board. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Registrant. In accordance with Nasdaq guidelines, the Board has determined that Ms. Murphy and Dr. Wade are independent. Ms. Murphy and Dr. Wade are not parties to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 8.01. Other Events

On February 11, 2016, the Company issued a press release announcing Ms. Murphy’s and Dr. Wade’s appointment to the Boards of both the Company and the Bank. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release.

 

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

 

  (d) Exhibits. The following exhibit is furnished herewith:

 

Exhibit No.

   

Exhibit Description

99.1    Press Release, dated February 11, 2016

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AUBURN NATIONAL BANCORPORATION, INC.
(Registrant)
/s/ E.L. Spencer, Jr.
E.L. Spencer, Jr.

Chairman, President and Chief Executive Officer

Date: February 11, 2016

EXHIBIT INDEX

 

Exhibit No.

   

Exhibit Description

99.1    Press Release, dated February 11, 2016


Exhibit 99.1

 

LOGO

   For additional information, contact:

E.L. Spencer, Jr.

President, CEO and

Chairman of the Board

(334) 821-9200

Press Release – February 11, 2016

Auburn National Bancorporation, Inc. Appoints Two New Directors

AUBURN, Alabama – Auburn National Bancorporation, Inc. (the “Company”) (Nasdaq: AUBN), the parent company of AuburnBank (the “Bank”), announced that Amy Murphy, CPA, and Dr. Patricia Wade Williams, M.D. (known professionally and herein as “Dr. Wade”), were appointed on February 9, 2016 to the Board of Directors for both the Company and the Bank.

“We are delighted to have Ms. Murphy and Dr. Wade join our team of Directors,” said E. L. Spencer, Jr., President, CEO, and Chairman of the Company. “They both bring valuable experience to our Board.”

Ms. Murphy currently serves as Director of Graduate and Online Programs, in the School of Accountancy at Auburn University. She received her B.S. in Business Administration with a major in Accounting from Auburn University and also completed her Master of Accountancy at Auburn University.

“Ms. Murphy’s extensive experience in banking, auditing, and teaching provide her with the necessary skill sets that will allow her to make contributions to the growth and success of the Company and the Bank,” stated E. L. Spencer, Jr.

Dr. Wade is a graduate of Tougaloo College in Jackson, Mississippi with a B.S. in Chemistry. She also completed her Masters Degree in Molecular Biophysics and Biochemistry from Yale University and received her medical degree from the University of Cincinnati, College of Medicine in Cincinnati, Ohio. She currently serves as an Internist with Auburn Cardiovascular, P.C. in Auburn, AL.

“Dr. Wade’s lifelong pursuit of providing quality healthcare for citizens in our community along with her caring personality make her uniquely qualified to assist the Company and the Bank with continuing its commitment to meeting the financial needs of the communities we serve,” stated E. L. Spencer, Jr.

Dr. Wade and her husband are the proud parents of three children and reside in Auburn.

About Auburn National Bancorporation, Inc.

Auburn National Bancorporation, Inc. (the “Company”) is the parent company of AuburnBank (the “Bank”), with total assets of approximately $817 million. The Bank is an Alabama state-chartered bank that is a member of the Federal Reserve System and has operated continuously since 1907. Both the Company and the Bank are headquartered in Auburn, Alabama. The Bank conducts its business in East Alabama, including Lee County and surrounding areas. The Bank operates full-service branches in Auburn, Opelika, Valley, and Notasulga, Alabama. In-store branches are located in the Kroger and Walmart SuperCenter stores in Opelika. The Bank also operates a commercial loan production office in Phenix City, Alabama. Additional information about the Company and the Bank may be found by visiting www.auburnbank.com.

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