FARMERS NATIONAL BANC CORP /OH/
For the period ended Apr 16, 2026. Filed Mar 16, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 16, 2026 · Filed Mar 16, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
**☐**Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
20 SOUTH BROAD STREET,
CANFIELD, OHIO 44406
To Our Shareholders:
You are cordially invited to the 2026 Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) to be held on April 16, 2026 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting athttps://meetnow.global/M554R27, where you will be able to vote electronically and submit questions during the meeting.
During the Annual Meeting, you will be asked to: (i) elect four Class I directors whose terms will expire at the Annual Meeting in 2029; (ii) consider and vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; (iii) consider and vote upon a proposal to ratify the Audit Committee’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iv) consider the adoption and approval of the Farmers National Banc Corp. 2026 Equity Incentive Plan.
Your vote on these matters is important, regardless of the number of shares you own, and all shareholders are encouraged to participate in the live webcast of the Annual Meeting. However, it is important that your shares be represented regardless of whether you plan to participate in the live webcast of the Annual Meeting. In order to ensure that your shares are represented, I urge you to execute and return the enclosed proxy, or that you submit your proxy by telephone or Internet promptly.
Sincerely,
KEVIN J. HELMICK
President and Chief Executive Officer
20 SOUTH BROAD STREET
CANFIELD, OHIO 44406
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, April 16, 2026
The Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) will be held on April 16, 2026 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at* https://meetnow.global/M554R27*, where you will be able to vote electronically and submit questions during the meeting.
The 2026 Annual Meeting will be held for the following purposes:
to elect four Class I directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2029;
to consider and vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers;
to consider and vote upon a proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
to consider and vote upon a proposal to approve the adoption of the Farmers National Banc Corp. 2026 Equity Incentive Plan; and
to transact such other business as may properly come before the meeting or any adjournments thereof. Farmers’ Board of Directors is not currently aware of any other business to come before the Annual Meeting.
The Board of Directors has fixed the close of business on February 25, 2026 as the record date for the determination of shareholders entitled to notice of, and to vote during, the Annual Meeting. Your Board of Directors recommends that you vote “FOR” the election of each of the director nominees included in Proposal Number 1 and “FOR” each of Proposal Numbers 2, 3, and 4.
By Order of the Board of Directors,
TROY ADAIR
Senior Executive Vice President, Chief Financial Officer and Secretary
Canfield, Ohio
PROXY STATEMENT
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 2 |
| When and Where will the Annual Meeting be Held? | 2 |
| Why did I Receive these Proxy Materials? | 2 |
| Who may Vote during the Annual Meeting? | 2 |
| What is the Difference between Holding Shares as a “Shareholder of Record” and as a “Beneficial Owner”? | 2 |
| How do I Vote? | 2 |
| How will My Shares be Voted? | 2 |
| Voting of Shares held in Street Name – Broker Non-Votes | 3 |
| Can Other Matters be Decided during the Annual Meeting? | 3 |
| May I Revoke or Change My Vote? | 3 |
| Who Pays the Cost of Proxy Solicitation? | 3 |
| How Many Common Shares Must be Represented at the Annual Meeting in Order to Constitute a Quorum? | 3 |
| What are the Voting Requirements to Elect the Directors and to Approve the Other Proposals Discussed in this Proxy Statement? | 4 |
| CORPORATE GOVERNANCE | 5 |
| The Board of Directors — Independence | 5 |
| Certain Relationships and Related Transactions | 5 |
| Attendance at Meetings | 5 |
| Board Leadership Structure and Role in Risk Oversight | 5 |
| Committees of the Board of Directors | 6 |
| Audit Committee | 6 |
| Compensation Committee | 6 |
| Corporate Governance and Nominating Committee | 7 |
| Board Enterprise Risk Management Committee | 7 |
| Executive Committee | 7 |
| Policies of the Board of Directors | 7 |
| Majority Withheld Vote | 7 |
| Director Nominations | 8 |
| Board Diversity | 8 |
| Code of Regulations | 8 |
| Corporate Governance Guidelines | 8 |
| Shareholder Proposals for 2027 Annual Meeting | 9 |
| Shareholder Communications with Directors | 10 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 10 |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES | 11 |
| PROPOSAL ONE — ELECTION OF DIRECTORS | 15 |
| BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS | 20 |
| PROPOSAL TWO — ADVISORY VOTE ON EXECUTIVE COMPENSATION | 22 |
| Required Vote and Board | 22 |
| COMPENSATION DISCUSSION AND ANALYSIS | 23 |
| Introduction | 23 |
| Executive Summary and 2025 Highlights | 23 |
| Summary of 2025 Compensation Results | 23 |
| Compensation Committee’s Philosophy on Executive Compensation | 24 |
| Role of the Compensation Committee in Determining Executive Compensation | 24 |
| Role of Compensation Consultant | 25 |
| Say-on-Pay Consideration | 25 |
| Peer Group Evaluation and Executive Compensation Benchmarks | 25 |
| 2025 Named Executive Officers Compensation | 26 |
| Base Salary | 26 |
| Annual Incentive Plan | 26 |
| Long-Term Incentive Plans | 28 |
| Results of 2023-25 Long-Term Incentive Awards | 28 |
| Clawback Policy | 29 |
| 401(k) Plan and Company Contributions | 30 |
| Nonqualified Deferred Compensation Plan | 30 |
| Perquisites and Other Compensation | 30 |
| Other Elements of Our Executive Compensation Programs | 30 |
|---|---|
| Employment Agreements, Separation Policy and Change in Control Arrangements | 30 |
| Stock Ownership Guidelines and Anti-Hedging Policy | 31 |
| Tax Deductibility | 31 |
| Director Compensation | 31 |
| Oversight and Risk Management of Compensation Programs | 31 |
| Compensation Committee Interlocks and Insider Participation | 31 |
| THE COMPENSATION COMMITTEE REPORT | 32 |
| EXECUTIVE COMPENSATION AND OTHER INFORMATION | 33 |
| Summary of Cash and Certain Other Compensation | 33 |
| 2025 Grants of Plan Based Awards | 34 |
| 2025 Named Executive Officer Compensation Components | 35 |
| 2025 Outstanding Equity Awards at Fiscal Year-End | 37 |
| 2025 Option Exercises and Stock Vested | 38 |
| Summary of Equity Awards Vested in 2025 | 38 |
| 2025 Nonqualified Deferred Compensation | 38 |
| Employment Agreements, Change in Control Agreements, Executive Separation Policy | 38 |
| 2025 Potential Payments Upon Termination or Change in Control | 40 |
| EQUITY COMPENSATION PLAN INFORMATION | 42 |
| 2025 DIRECTOR COMPENSATION | 43 |
| PAY VERSUS PERFORMANCE | 44 |
| CEO PAY RATIO DISCLOSURE | 47 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 48 |
| PROPOSAL THREE — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 49 |
| Independent Registered Public Accounting Firm Fees | 49 |
| Pre-Approval of Fees | 49 |
| PROPOSAL FOUR — ADOPTION AND APPROVAL OF THE FARMERS NATIONAL BANC CORP. 2026 EQUITY INCENTIVE PLAN | 50 |
| Background | 50 |
| Highlights of the 2026 Incentive Plan | 50 |
| Summary Description of the 2026 Incentive Plan | 51 |
| Types of Awards | 51 |
| Shares Available for Awards | 51 |
| Effect of Termination of Employment or Service | 52 |
| Change in Control | 52 |
| Other Terms and Conditions | 52 |
| Amendment or Termination | 53 |
| U.S. Federal Income Tax Consequences | 53 |
| New Plan Benefits | 53 |
| Vote Required | 53 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 54 |
| INCORPORATION BY REFERENCE | 55 |
| APPENDIX A: FARMERS NATIONAL BANC CORP. – Reconciliation of Non-GAAP Financial Measures | A-1 |
| APPENDIX B: FARMERS’ NATIONAL BANC CORP. 2026 EQUITY INCENTIVE PLAN | B-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.