Form 8-K FARMERS NATIONAL BANC For: May 29

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May 29, 2015 11:35 AM EDT

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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 (Date of earliest event reported): May 29, 2015

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio

001-35296

34-1371693

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


20 South Broad Street, P.O. Box 555, Canfield, Ohio		44406-05555
(Address of principal executive offices)		(Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 8.01

OTHER EVENTS.

On May 29, 2015, Farmers National Banc Corp. (the “Company”) first sent to certain of its shareholders a Shareholder Letter to Registered Holders and a Shareholder Letter to Beneficial Holders (collectively, the “Shareholder Letters”). The Shareholder Letters relate to the Company’s Special Meeting of Shareholders to be held June 12, 2015, in connection with the proposed merger of National Bancshares Corporation with and into the Company.

Copies of the forms of the Shareholder Letters are attached hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference. The Shareholder Letters are furnished herein, as part of this Item 8.01, as Exhibit 99.1 and Exhibit 99.2. Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 8.01 and Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Furthermore, the information in this Item 8.01 and Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.


Exhibit Number		Description

99.1		Shareholder Letter to Registered Holders (filed herewith).

99.2		Shareholder Letter to Beneficial Holders (filed herewith).

SIGNATURES

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.


Farmers National Banc Corp.

By:		/s/ Kevin J. Helmick
		Kevin J. Helmick
		President and Chief Executive Officer

Date: May 29, 2015

Exhibit 99.1

LOGO

May 27, 2015

***IMPORTANT REMINDER: PLEASE VOTE TODAY***

Dear Shareholder:

We have previously mailed you information relative to the Special Meeting of Shareholders of Farmers National Banc Corp. to be held on June 12, 2015.

According to our latest records we have not yet received your vote. The Special Meeting is now only a short time away. It is important that you sign and return the enclosed proxy card today in order to make sure that your shares will be voted at the meeting in accordance with your desires.

Your board of directors recommends that you vote FOR proposals 1, 2, and 3.

Approval of the merger with National Bancshares Corporation (proposal 1) requires the affirmative vote of not less than 2/3 of the outstanding shares.

Your vote is very important no matter how many shares you own.

If you fail to vote or mark “ABSTAIN” on your proxy with respect to proposal 1, it will have the same effect as a vote “AGAINST”.

Please sign and date the enclosed proxy card (or follow the telephone & internet instructions) today. In the event that more than one vote is received from you, the one bearing the latest date will be counted, as it automatically revokes all prior proxies.

Thank you for your cooperation and continued support.

Sincerely,

LOGO

Kevin J. Helmick

President & CEO

*** Please Vote Today***

20 South Broad Street PO Box 555 Canfield, OH 44406-0555

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Toll Free: 1-888-988-3276 Ph. (330) 533-3341 Fax: (330) 533-0451 Web Site: www.farmersbankgroup.com

Exhibit 99.2

LOGO

May 27, 2015

***IMPORTANT REMINDER: PLEASE VOTE TODAY***

Dear Shareholder:

We have previously mailed you information relative to the Special Meeting of Shareholders of Farmers National Banc Corp. to be held on June 12, 2015.

According to our latest records we have not yet received your vote. The Special Meeting is now only a short time away. It is important that you sign and return the enclosed Voting Instruction Form today in order to make sure that your shares will be voted at the meeting in accordance with your desires. If you hold your shares in the name of a brokerage firm, your broker cannot vote your shares on these proposals unless they receive your specific instructions.

Your board of directors recommends that you vote FOR proposals 1, 2, and 3.

Approval of the merger with National Bancshares Corporation (proposal 1) requires the affirmative vote of not less than 2/3 of the outstanding shares.

Your vote is very important no matter how many shares you own.

If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank or broker with respect to proposal 1, it will have the same effect as a vote “AGAINST”.

Please sign and date the enclosed Voting Instruction Form (or follow the telephone & internet instructions) today. In the event that more than one vote is received from you, the one bearing the latest date will be counted, as it automatically revokes all prior proxies.

Thank you for your cooperation and continued support.

Sincerely,

LOGO