UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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of incorporation) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report)
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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: | |||||
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Securities registered pursuant to Section 12(b) of the Act: | |||||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the | |||||
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 | |||||
(§240. 12b-2 of this chapter). | |||||
Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended | |||||
transition period for complying with any new or revised financial accounting standards provided pursuant to | |||||
Section 13(a) of the Exchange Act. £ | |||||
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Item 5.07.Submission of Matters to Vote of Security Holders.
The 2025 annual meeting of the shareholders of Embassy Bancorp, Inc. (the “Company”) was held on June 18, 2025. Notice of the meeting was mailed to shareholders of record on or about May 8, 2025, together with proxy solicitation materials prepared in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.
The annual meeting was held (a) to elect four (4) Class 3 Directors to serve for a 3-year term and until their successors are elected and qualified; (b) to approve an advisory, non-binding resolution regarding executive compensation; (c) to approve an advisory, non-binding proposal on the frequency of future advisory votes regarding executive compensation; (d) to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and (e) a non-binding shareholder proposal recommending the Board pursue a sale of the Company.
1.Election of Directors
There was no solicitation in opposition to the nominees of the Board of Directors for election to the Board of Directors and all such nominees were elected. The number of votes cast for or withheld, as well as the number of broker non-votes, for each of the nominees for election to the Board of Directors as Class 3 Directors, was as follows:
An average of 89.18% of the votes cast were voted FOR each of the four nominees for election to the Company’s Board of Directors.
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Nominee | For | Withheld | Broker Non-votes |
Bernard M. Lesavoy | 5,117,233 | 730,081 | 1,007,269 |
David M. Lobach, Jr., Chairman | 5,542,665 | 304,649 | 1,007,269 |
John C. Pittman | 5,085,513 | 761,801 | 1,007,269 |
John Yurconic | 5,112,690 | 734,623 | 1,007,269 |
Mr. Lesavoy, Mr. Lobach, Jr., Mr. Pittman, and Mr. Yurconic were elected.
2.Non-binding Advisory Vote Regarding Executive Compensation
85.00% of the votes cast were voted FOR the approval, on an advisory basis, the compensation of the Company’s Named Executive Officers.
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For | Against | Abstain | Broker Non-votes |
4,970,449 | 784,735 | 92,130 | 1,007,269 |
3.Advisory Vote on the Frequency of Future Advisory Votes Regarding Executive
Compensation
74.11% of the votes cast were voted to approve, on an advisory basis, a three year frequency for future advisory votes regarding executive compensation.
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One Year | Two Year | Three Year | Abstain | Broker Non-votes |
1,238,029 | 117,130 | 4,333,696 | 158,459 | 1,007,269 |
4.Ratification of the Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was approved by a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions and broker non-votes on this proposal, was as follows:
99.32% of the votes cast were voted FOR the ratification the appointment of Baker Tilly US, LLP, as the independent registered public accounting firm for the Company.
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For | Against | Abstain | Broker Non-votes |
6,276,305 | 4,094 | 38,645 | 535,539 |
5.Approval of a non-binding shareholder proposal recommending the Board pursue a sale of the Company
78.27% of the votes cast were voted AGAINST the non-binding shareholder proposal recommending the Board pursue a sale of the Company.
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For | Against | Abstain | Broker Non-votes |
1,248,638 | 4,576,854 | 21,822 | 1,007,269 |
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.
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| Embassy Bancorp, Inc. | |||||
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Date: June 20, 2025 |
| By: | /s/ Judith A. Hunsicker | |||||
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| Name: | Judith A. Hunsicker | ||||
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| Title: | First Executive, Chief Operating | ||||
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| and Financial Officer | ||||
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