ENBP ENB Financial Corporation (QX)

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 7, 2024

 

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 5.07

Submission of Matters to a Vote of Security Holders

 

On May 7, 2024, ENB Financial Corp (the "Company") held its 2024 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 5,654,355 shares of the Company's common stock were entitled to vote as of March 11, 2024, the record date for the Annual Meeting. There were 4,260,004 shares present in person or by proxy at the Annual Meeting, at which time the shareholders were asked to vote on two (2) 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 B Directors

 

The shareholders voted to elect four (4) Class B 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
Willis R. Lefever	3,667,735	63,045	529,224
Jay S. Martin	3,685,691	45,089	529,224
Judith A. Weaver	3,681,556	49,224	529,224
Roger L. Zimmerman	3,680,538	50,242	529,224

 

Proposal No. 2 - Ratify S.R. Snodgrass, P.C. as public accounting firm for year ending December 31, 2024:

 

The shareholders voted to ratify S.R Snodgrass, P.C. as the public accounting firm for the year ending December 31, 2024. The results of the vote were as follows:

 

For	Against	Abstain
4,197,337	8,325	54,342

 

Item 7.01

Regulation FD Disclosure

 

On May 7, 2024, 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 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

The following exhibits are filed in this Current Report.

 

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

 

2

ENB FINANCIAL CORP

 

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 thereunto duly authorized.

 

 

	ENB FINANCIAL CORP
	(Registrant)
Dated:  May 8, 2024	/s/  Rachel G. Bitner
	Rachel G. Bitner
	Treasurer
	(Principal Financial Officer)

 

 

3

 

 

 

Annual Shareholder Meeting MAY 7, 2024

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 Elect four (4) Class B directors to serve a 3 - year term TWO To ratify the selection of S.R. Snodgrass, PC as the independent registered public accounting firm for the year ending December 31, 2024 THREE Transact such other business as may be properly presented here today

Matters of Proxy Elect four (4) Class B directors to serve a 3 - year term Election of Directors – Class B • Willis R. Lefever • Jay S. Martin • Judith A. Weaver • Roger L. Zimmerman

Continuing Directors Continuing Directors – Class A • Dr. Brian K. Reed • Jeffrey S. Stauffer • J. Daniel Stoltzfus Continuing Directors – Class C • Joshua E. Hoffman • Susan Young 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 • Roger S. Kline • John L. Weber • 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 Chad Neiss SEVP, Chief Strategy Officer & Head of Mortgage Division Bill Kitsch SEVP, Chief Revenue Officer Rachel Bitner Treasurer/EVP, Chief Financial Officer 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

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

Building Community J. Harry Hibshman Scholarship By the Numbers Number of scholarships awarded in 2023 66 Value of scholarships awarded in 2023 $ 1.3 m Number of scholarships awarded since inception 4,600 Value of scholarships awarded since inception $ 32.7 m

2023 Financial Results 15 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) 11,395 12,299 14,916 14,631 12,375 0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 2019 2020 2021 2022 2023

Significant Items Incr./ Decr . % Incr./ Decr . $ 2022 $ 2023 $ Dollars in Thousands 6.8 3,456 50,583 54,039 Net Interest Income - 60.0 (780) 1,300 520 Provision for Credit Loss 9.6 1,176 12,252 13,428 Other Income - 41.1 (535) 1,302 767 Gains on the Sale of Mortgages NA (1,506) 10 (1,496) Security (Losses) Gains 11.9 5,478 45,929 51,407 Operating Expense - 12.5 (2,107) 16,918 14,811 Pre Tax Income

2023 Balance Sheet Growth • Total Assets up $142.1 million + 7.6% • Total Loans up $169.0 million + 14.2% • Total Deposits up $87.8 million + 5.4% • Total Capital up $22.3 million + 22.9%

Capital Position (in thousands) 12/31/22 03/31/23 06/30/23 09/30/23 12/31/23 $97,335 $105,999 $106,334 $97,502 $119,654 Total Stockholders’ Equity $(48,292) $(40,633) $(41,244) $(52,721) $(34,355) Accumulated Other Comprehensive Income (Loss)

Performance Ratios 2021 % 2022 % 2023 % 0.95 0.83 0.65 Return on Average Assets (ROA) 11.16 13.63 12.03 Return on Average Equity (ROE) 2.81 3.03 2.94 Net Interest Margin 69.08 70.28 74.64 Efficiency Ratio

Per Share Data 2021 2022 2023 $2.68 $2.62 $2.19 Earnings Per Share $0.67 $0.68 $0.68 Dividends Per Share 25.00 % 25.95% 31.05% Dividend Payout Ratio $21.70 $16.00 $14.75 Stock Price at Year - End

2023 Peer Analysis * as of 12/31/23 Peer Median ENBP Measurement 0.79% 0.65% Return on Average Assets 10.14% 12.03% Return on Average Equity 3.16% 2.94% Net Interest Margin 65.82% 74.64% Efficiency Ratio $251,000 $228,000 Revenue/full - time equivalent * Peer data consists of the Corporation’s strategic plan peer group which includes 14 banks in PA, NY, and MD with assets between $1.1 billion and $ 3.7 billion.

2023 Peer Analysis * as of 12/31/23 * Peer data consists of the Corporation’s strategic plan peer group which includes 14 banks in PA, NY, and MD with assets between $1.1 billion and $ 3.7 billion. Peer Median % ENBP % Measurement 7.06 5.98 Tangible Capital to Assets 13.05 13.27 Tier 1 Ratio 14.09 14.44 Total Capital Ratio 0.30 0.16 Non - Performing Assets/Total Assets 1.18 1.12 Allowance for Loan Losses/Total Loans

First Quarter 2024 Results (Unaudited) • Earnings : $3,941,000, up $1,500,000, or 61.5% from Q1 2023 • Release of provision, higher non - interest income • ROA : 0.80% • ROE : 13.40% • Net Interest Income : Down $432,000, or 3.1% • Net Interest Margin : 2.81% • Other Income : Up $1,692,000, or 63.8% • Deposit Growth : $71.4 million, or 4.3% higher than March 31, 2023

Voting Results 26 Presented by: Adrienne L. Miller, Esq. Corporate Secretary – ENB Financial Corp

Questions & Answers

Annual Shareholder Meeting MAY 7, 2024

 

v3.24.1.u1

Cover	May 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 07, 2024
Entity File Number	000-53297
Entity Registrant Name	ENB Financial Corp
Entity Central Index Key	0001437479
Entity Tax Identification Number	51-0661129
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	31 E. Main St.
Entity Address, City or Town	Ephrata
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17522-0457
City Area Code	(717)
Local Phone Number	733-4181
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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