🧾 What This Document Is

This is a DEF 14A, or "Definitive Proxy Statement." It's a formal document sent to shareholders before an annual meeting. Its purpose is to provide all the information needed for shareholders to vote on important company matters.

👉 Why it matters: This is your guide to what the company wants to do and who they want in charge. It's where the board asks for your official "yes" or "no" votes on key issues.

🏢 What The Company Does

ACNB Corporation is a financial holding company based in Gettysburg, Pennsylvania. In simple terms, it owns a bank and an insurance agency.

👉 Its main business is operating ACNB Bank, a state-chartered bank serving communities in southcentral Pennsylvania and central Maryland. They also own ACNB Insurance Services, Inc., which sells insurance.

📅 The Big Event: 2026 Annual Meeting

The meeting will be held virtually on Tuesday, May 5, 2026, at 1:00 p.m. Eastern Time. You cannot attend in person.

👉 Shareholders will vote on six main proposals. Your vote is crucial to decide the outcome. You can vote by mail, internet, or phone before the meeting.

🗳️ What You're Voting On: The 6 Key Proposals

Elect Four Directors: Vote for four people to serve 3-year terms on the board.
"Say on Pay" Vote: A non-binding vote on executive compensation. You can express approval or disapproval of how top executives are paid.
Increase Authorized Shares: Approve an amendment to double the number of authorized common shares from 20 million to 40 million.
Allow "Uncertificated" Shares: Approve an amendment to allow shares to exist in electronic form without a physical paper certificate.
Adopt an Employee Stock Purchase Plan (ESPP): Approve a new plan allowing employees to buy company stock, often at a discount.
Ratify the Auditor: Confirm the selection of Crowe LLP as the independent accounting firm for 2026.

👥 Who's Running the Show: The Board & Management

The Board of Directors has 14 members divided into three classes with staggered terms. Two directors, Scott L. Kelley and Daniel W. Potts, are retiring due to mandatory age rules.

👉 The board nominated four incumbent Class 3 Directors for re-election:

Kimberly S. Chaney (CPA, audit expert)
Frank Elsner, III (business owner, former board chair)
James P. Helt (the current President & CEO)
John M. Polli (CEO of a transportation company, new to the board in 2025)

💰 Executive Compensation Highlights

The filing details the pay for the five Named Executive Officers (NEOs), led by President & CEO James P. Helt. Their pay is designed to attract talent and align their interests with shareholders.

👉 2025 Base Salaries: All NEOs received a 4-5% increase. CEO James Helt's base salary is $601,277. 👉 Bonus Structure: Pay raises are tied to company performance. To earn bonuses in 2025 (for 2024 performance), the company had to hit key goals like net income over $23 million and keeping problem assets low. They met these goals, with 2024 net income of $31.85 million.

🔮 What's Next & Why This Meeting Matters

This meeting is about securing the future. Approving more authorized shares gives the company flexibility for things like acquisitions or stock dividends. The new Employee Stock Purchase Plan is a tool to attract and retain talent.

👉 The "Say on Pay" vote is a chance for shareholders to give feedback on executive pay. The board also highlights that 2025 results were impacted by a strategic acquisition (Traditions Bancorp), showing they are actively working to grow the company.

⚖️ Big Picture: Strengths & Risks

👍 Strengths: Strong local banking presence, active board with diverse expertise (finance, law, operations), and clear performance-linked pay for executives. ⚠️ Risks: As a regional bank, it's sensitive to local economic conditions and interest rate changes. Integrating acquisitions like Traditions Bancorp comes with costs and operational risks.

🧠 The Analogy

Think of this proxy statement like a co-op building's annual meeting notice. The board (your property managers) is asking you (the co-owner) to vote on: electing the board members who will make decisions, approving the budget for major repairs (the share increase), and hiring the building's auditor. Your vote directly shapes the direction of the building you co-own.

📇 Key Contacts & People

James P. Helt – President & Chief Executive Officer
Kevin J. Hayes – Senior Vice President/General Counsel, Secretary, & Chief Governance Officer
All inquiries regarding the annual meeting: (717) 339-5161
Principal executive office: 16 Lincoln Square, Gettysburg, Pennsylvania 17325
Corporate telephone: (717) 334-3161

🧩 Final Takeaway

This is your opportunity as a shareholder to shape ACNB's future. The most critical items to understand are the proposals to double the authorized shares and create a new employee stock purchase plan, as these provide the company with strategic tools for growth. Review the director nominees and the executive compensation, then cast your vote.

ACNB CORP — DEF 14A Filing