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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 6, 2025

 

ENB Financial Corp

(Exact name of Registrant as specified in its charter)

 

Pennsylvania   000-53297   51-0661129

(State or other

jurisdiction of

incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

31 E. Main St., Ephrata, PA   17522-0457
(Address of principal executive offices)   (Zip Code)

 

(717) 733-4181

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

☐ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   N/A

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. ☐

 

 

ENB FINANCIAL CORP

 

CURRENT REPORT ON FORM 8-K

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

On May 6, 2025, ENB Financial Corp (the "Company") held its 2025 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 5,655,270 shares of the Company's common stock were entitled to vote as of March 11, 2025, the record date for the Annual Meeting. There were 4,581,888 shares present in person or by proxy at the Annual Meeting, at which time the shareholders were asked to vote on four (4) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results on such proposals.

 

Proposal No. 1 – Election of Class A Directors

 

The shareholders voted to elect four (4) Class A directors to serve for a term of three (3) years and until their successors are elected and qualified. The results of the vote were as follows:

 

Name For Withheld Broker
Non-Votes
       
Jose R. Lopez 3,807,439 296,513 477,936
       
Brian K. Reed 3,815,618 288,334 477,936
       
Jeffrey S. Stauffer 3,817,026 286,926 477,936
       
J. Daniel Stoltzfus 3,811,867 292,085 477,936

 

Proposal No. 2 – To conduct a non-binding shareholder vote on executive compensation

 

The shareholders voted to approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of the Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2024 Summary Compensation Table and the other related tables and narrative discussion contained in the Proxy Statement. The results of the vote were as follows:

 

      Broker
For Against Abstain Non-Votes
       
3,764,811 194,173 144,968 477,936

 

 

Proposal No. 3 – Conduct a non-binding vote on the frequency of non-binding shareholder votes on executive compensation.

 

The shareholders voted to approve, on a non-binding, advisory basis, the frequency of non-binding shareholder votes on executive compensation. The results of the vote were as follows:

 

Three Years Two Years One Year Abstain Broker Non-Votes
3,330,001 26,111 551,903 195,937 477,936

 

2 

ENB FINANCIAL CORP

As a result of the shareholder vote, the Corporation will hold a non-binding vote on the compensation of named executive officers every three (3) years.

 

Proposal No. 4 - Ratify S.R. Snodgrass, P.C. as public accounting firm for year ending December 31, 2025:

 

The shareholders voted to ratify S.R Snodgrass, P.C. as the public accounting firm for the year ending December 31, 2025. The results of the vote were as follows:

 

For Against Abstain
     
4,515,156 12,917 53,815

 

Item 7.01Regulation FD Disclosure

 

On May 6, 2025, Jeffrey S. Stauffer, Chief Executive Officer and President of the Registrant, as well as other members of management, gave a presentation at the Annual Meeting. A copy of these slides and related material is included in this report as Exhibit 99.1 and is furnished herewith.

 

Item 9.01Financial Statement and Exhibits

 

(d)   Exhibits

 

  Exhibit Number Description
     
  99.1 Annual Meeting Presentation Slides.
     
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

3 

ENB FINANCIAL CORP

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  ENB FINANCIAL CORP
  (Registrant)
     
     
     
     
     
Dated: May 7, 2025 By: /s/  Rachel G. Bitner
    Rachel G. Bitner
    Treasurer
    (Principal Financial Officer)

 

4 

 

 

ANNUAL SHAREHOLDER MEETING May 6, 2025

 
 

AGENDA • Welcome • Reading of the Minutes • Meeting Certification • Matters of Proxy • Voting • Discussion of Company Condition • President’s Remarks • Financial Review • Voting Results • Questions & Answers • Adjournment 2

 
 

PRESENTERS Jeffrey S. Stauffer President, CEO & Chairman of the Board – ENB Financial Corp and Ephrata National Bank Adrienne L. Miller, Esq. Vice President and Corporate Secretary – ENB Financial Corp Senior Vice President and Legal Counsel – Ephrata National Bank Rachel G. Bitner Treasurer – ENB Financial Corp Executive Vice President and Chief Financial Officer – Ephrata National Bank 3

 
 

MEETING CERTIFICATION 4 Presented by: Adrienne L. Miller, Esq. Corporate Secretary – ENB Financial Corp

 
 

MATTERS OF PROXY One Two To conduct a non - binding shareholder vote on executive compensation Four Five Three Elect four (4) Class A directors to serve a 3 - year term To conduct non - binding vote on the frequency of non - binding shareholder votes on executive compensation Transact such other business as may be properly presented here today To ratify the selection of S.R. Snodgrass, PC as the independent registered public accounting firm for the year ending December 31, 2025

 
 

MATTERS OF PROXY Elect four (4) Class A directors to serve a 3 - year term Election of Directors – Class A • Jose R. Lopez • Brian K. Reed • Jeffrey S. Stauffer • J. Daniel Stoltzfus

 
 

CONTINUING DIRECTORS Continuing Directors – Class B • Willis R. Lefever • Jay S. Martin • Judith A. Weaver • Roger L. Zimmerman Continuing Directors – Class C • Joshua E. Hoffman • Susan Y. Nicholas • Mark C. Wagner

 
 

VOTING PROCESS 8 Presented by: Adrienne L. Miller, Esq. Corporate Secretary – ENB Financial Corp

 
 

VOTING PROCESS Proxy Holders • Aaron L. Groff, Jr. • Mary E. Leaman Judges of Election • Paul W. Brubaker • Roger S. Kline • Paul W. Wenger

 
 

PRESIDENT’S REMARKS 10 Presented by: Jeffrey S. Stauffer President, CEO & Chairman of the Board – ENB Financial Corp

 
 

EXECUTIVE TEAM Jeff Stauffer President, CEO & Chairman of the Board Cindy Cake EVP, Chief Human Resources Officer Adrienne Miller, Esquire VP, Corporate Secretary SVP, Legal Counsel Nick Klein EVP, Chief Risk Officer Joselyn Strohm SEVP, Chief Operating Officer Rachel Bitner Treasurer/EVP, Chief Financial Officer Bill Kitsch SEVP, Chief Revenue Officer

 
 

SENIOR MANAGEMENT TEAM Nancy Dove SVP, Compliance Officer Christian Heckman SVP, Chief Lending Officer Tim Doty SVP, Information Security Officer JJ Jones SVP, Chief Credit Officer Craig Rodenberger SVP, Chief Marketing Officer Todd Keagy SVP, Chief Retail and Business Banking Officer

 
 

MISSION STATEMENT To remain an independent community bank of undisputed integrity so the communities we serve benefit from our prosperity. To help our employees find career fulfillment through professional growth, personal empowerment and mutual achievement. To help our customers achieve financial health and wellbeing, as defined by them, throughout their lifetime. To provide our shareholders with a consistent return on their investment by being a top performing financial institution.

 
 

EXECUTING A PLAN FOR FUTURE SUCCESS ENB 2022 – 2024 Strategic Planning Objectives 1. Evolve Purposeful Leadership Capabilities 2. Develop a Robust Sales & Service Culture 3. Achieve Operational Excellence 4. Manage Risk to Achieve Greater Profitability 5. Pursue Emerging Opportunities that Align With Our Mission

 
 

URBAN MARKETS Our Urban Banking Team is not just about providing a service – it’s about creating lasting relationships that will drive growth, stability, and wealth for the families of Lancaster City and beyond.

 
 

CORE UPGRADE Faster, More Efficient Service Transactions are processed quicker, account opening is streamlined, and customer service inquiries are handled more effectively. This efficiency means our customers can get more done in less time, enhancing their overall satisfaction. Improved Online Banking Experience Customers now have access to enhanced online banking features, which provide them with more convenient ways to manage their accounts, conduct transactions, and explore available services. This increased functionality and accessibility make banking more straightforward and convenient. Stronger Fraud Prevention Horizon’s advanced security capabilities offer enhanced fraud prevention. They ensure that our customers’ sensitive information is protected with the latest technologies, reducing the risk of fraud and increasing trust in our services. Expanded Product and Service Offerings With the Horizon upgrade, we can now offer a wider range of products and services tailored to meet our customers’ diverse needs, helping them achieve their financial goals with greater ease and flexibility.

 
 

BUILDING COMMUNITY

 
 

BUILDING COMMUNITY J. Harry Hibshman Scholarship by the Numbers 67 Value of scholarships awarded in 2024 $ 1.3m Number of scholarships awarded since inception 4.7k Value of scholarships awarded since inception $ 34m Number of scholarships awarded in 2024

 
 

2024 FINANCIAL RESULTS 19 Presented by: Rachel G. Bitner Treasurer – ENB Financial Corp

 
 

DISCLOSURES Unaudited Financial Information Some of the following slides present financial information that is unaudited. Therefore, this information is subject to adjustments that could be necessary upon completion of the annual audit. Forward Looking Statements Some of the material and/or language used in this presentation would be considered a forward looking statement. Management is not obligated to update these forward looking statements.

 
 

NET INCOME (in thousands) 12,299 14,916 14,631 12,375 15,317 0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 18,000 2020 2021 2022 2023 2024

 
 

SIGNIFICANT ITEMS Incr./Decr. % Incr./Decr. $ 2023 $ 2024 $ Dollars in Thousands 5.0 2,702 54,039 56,741 Net Interest Income 0 20000 40000 60000 80000 100000 2023 2024 Interest Income Components Total Investment Loan 0 5000 10000 15000 20000 25000 30000 35000 40000 2023 2024 Interest Expense Components Total Borrowing Deposit

 
 

SIGNIFICANT ITEMS Incr./Decr. % Incr./Decr. $ 2023 $ 2024 $ Dollars in Thousands 95.2 495 520 1,015 Provision for Credit Losses 20.2 2,717 13,428 16,145 Other Income 138.1 1,059 767 1,826 Gains on the Sale of Mortgages NA 1,655 (1,496) 159 Security Gains (Losses) 7.4 3,824 51,407 55,231 Operating Expense 25.8 3,814 14,811 18,625 Pre Tax Income

 
 

2024 BALANCE SHEET GROWTH 1,360,078 1,427,269 469,020 626,140 2,000,824 2,219,831 250,000 450,000 650,000 850,000 1,050,000 1,250,000 1,450,000 1,650,000 1,850,000 2,050,000 2,250,000 2023 2024 Loans Investments Assets

 
 

2024 DEPOSIT GROWTH 1,726,798 1,890,443 250,000 450,000 650,000 850,000 1,050,000 1,250,000 1,450,000 1,650,000 1,850,000 2,050,000 2,250,000 2023 2024 Deposits

 
 

2024 CAPITAL GROWTH 119,654 130,984 100,000 105,000 110,000 115,000 120,000 125,000 130,000 135,000 2023 2024 Capital

 
 

CAPITAL POSITION (in thousands) 12/31/22 12/31/23 12/31/24 $97,335 $119,654 $130,984 Total Stockholders’ Equity $142,677 $150,596 $162,006 Retained Earnings $(48,292) $(34,355) $(34,143) Accumulated Other Comprehensive Loss

 
 

PERFORMANCE RATIOS 2022 % 2023 % 2024 % 0.83 0.65 0.75 Return on Average Assets (ROA) 13.63 12.03 12.13 Return on Average Equity (ROE) 3.03 2.94 2.87 Net Interest Margin 70.28 74.64 73.59 Efficiency Ratio

 
 

PER SHARE DATA 2022 2023 2024 $2.62 $2.19 $2.71 Earnings Per Share $0.68 $0.68 $0.69 Dividends Per Share 25.95 % 31.05% 25.46% Dividend Payout Ratio $16.00 $14.75 $17.20 Stock Price at Year - End

 
 

2024 PEER ANALYSIS * as of 12/31/24 * Peer data consists of the Corporation’s strategic plan peer group which includes 13 banks in PA, NY, and MD with assets between $1.3 billion and $5.4 billion. Peer Median ENBP Measurement 0.81% 0.75% Return on Average Assets 8.82% 12.13% Return on Average Equity 2.95% 2.87% Net Interest Margin 65.64% 73.59% Efficiency Ratio $263,000 $247,000 Revenue/full - time equivalent

 
 

2024 PEER ANALYSIS * as of 12/31/24 * Peer data consists of the Corporation’s strategic plan peer group which includes 13 banks in PA, NY, and MD with assets between $1.3 billion and $5.4 billion. Peer Median % ENBP % Measurement 9.10 9.12 Leverage Ratio 12.17 13.22 Tier 1 Ratio 13.24 14.37 Total Capital Ratio 0.34 0.54 Non - Performing Assets/Total Assets 1.09 1.13 Allowance for Loan Losses/Total Loans

 
 

FIRST QUARTER 2025 RESULTS (Unaudited) • Earnings: $4,316,000, up $375,000, or 9.5% from Q1 2024 • ROA: 0.80% • ROE: 13.03% • Net Interest Income: Up $2,816,000, or 21.1% • Net Interest Margin: 3.02% • Earnings per Share: $0.76, up 8.6% • Balance Sheet Growth: $228.9 million, or 11.5% higher than March 31, 2024

 
 

VOTING RESULTS 33 Presented by: Adrienne L. Miller, Esq. Corporate Secretary – ENB Financial Corp

 
 

QUESTIONS & ANSWERS