Auburn National Bancorporation amends certificate to limit officer liability

Published 02/07/2025, 19:14
Auburn National Bancorporation amends certificate to limit officer liability

Auburn National Bancorporation, Inc. (NASDAQ:AUBN) announced Wednesday that it has amended its Certificate of Incorporation to limit the liability of its officers as permitted by Delaware law. The amendment was approved by shareholders at the company’s annual meeting on May 13.

According to a statement in the company’s SEC filing, the amendment became effective upon its filing with the Delaware Secretary of State on Tuesday. The change updates Section 7.04 of the Certificate of Incorporation, following the approval of “Proposal Four: Amendment of Certificate of Incorporation” as described in the company’s proxy statement filed April 3.

A copy of the Certificate of Amendment was included as an exhibit to the filing. Auburn National Bancorporation is headquartered in Auburn, Alabama, and its common stock is listed on the Nasdaq Global Market under the symbol AUBN.

This article is based on a press release statement contained in a recent SEC filing.

In other recent news, Auburn National Bancorporation, Inc. held its Annual Meeting of Shareholders, where several key decisions were made. Shareholders elected 11 directors to the Board for one-year terms, including notable names such as C. Wayne Alderman and Terry W. Andrus. The meeting also featured a non-binding advisory vote approving the compensation of the company’s named executive officers, with shareholders recommending that these votes occur annually. An amendment to the company’s Certificate of Incorporation was approved, limiting the liability of officers in line with Delaware law. Elliott Davis LLC was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025. Auburn National plans to include the proposal for annual executive compensation votes in its 2026 proxy materials, following shareholder recommendations. These developments were disclosed in the company’s SEC filing.

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