Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934
(the “Exchange Act”), the Company’s
management, under the supervision and with the participation of its principal
executive and principal financial officer,
conducted an evaluation as of the end of the period covered by this report,
of the effectiveness of the Company’s
disclosure
controls and procedures as defined in Rule 13a-15(e) under
the Exchange Act. Based on that evaluation, and the results of
the audit process described below,
the Chief Executive Officer and Chief Financial Officer
concluded that the Company’s
disclosure controls and procedures were effective to ensure
that information required to be disclosed in the Company’s
reports under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the
SEC’s rules and regulations,
and that such information is accumulated and communicated to the Company’s
management,
including the Chief Executive Officer and the Chief Financial Officer,
as appropriate, to allow timely decisions regarding
disclosure.
Management’s Report on Internal Control
Over Financial Reporting
The Company’s management is responsible
for establishing and maintaining adequate internal control over financial
reporting. The Company’s internal
control system was designed to provide reasonable assurance to the Company’s
management and board of directors regarding the preparation and fair
presentation of published financial statements. All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
Under the direction of the Company’s
Chief Executive Officer and Chief Financial Officer,
management has assessed the
effectiveness of the Company’s
internal control over financial reporting as of December 31, 2024 in
accordance with the
criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) in Internal
Control – Integrated Framework (2013). Based on this assessment, management
has concluded that such internal control
over financial reporting was effective as of December 31,
2024.
This annual report does not include an attestation report of the Company’s
independent registered public accounting firm
regarding internal control over financial reporting because it is a smaller reporting
company.
Changes in Internal Control Over Financial Reporting
During the period covered by this report, there has not been any change
in the Company’s internal controls over
financial
reporting that has materially affected, or is reasonably likely to materially
affect, the Company’s
internal controls over
financial reporting.
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123
ITEM 9B.
OTHER INFORMATION
Trading Plans.
None.
Insider Trading Policy.
The Company maintains an Insider Trading
Policy that was reviewed, amended and approved most
recently on February 5, 2025.
This Policy applies to employees and officers of the Company and
its subsidiaries
(collectively, the
“Company”), (2) members of the boards of directors of the Company,
the Bank and subsidiaries (the
“Board”), advisory directors and Board observers, and (3) consultants
or independent contractors whose business
relationship with the Company provides access to Material Nonpublic
Information regarding the Company,
and certain of
their family members.
It also includes a Policy on Company Trading in its Securities to promote
compliance with Nasdaq
listing standards and any insider trading laws, which are applicable to the Company.
A complete copy of the Insider
Trading Policy is filed as Exhibit 19.1 to this Annual
Report on Form 10-K.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT
PREVENT INSPECTION
None.
Table of Contents
124
PART
III
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this item is set forth under the headings “Proposal One:
Election of Directors - Information about
Nominees for Directors,” and “Executive Officers,”
“Additional Information Concerning the Company’s
Board of
Directors and Committees,” “Executive Compensation,” “Audit Committee
Report” and “Compliance with Section 16(a) of
the Securities Exchange Act of 1934” in our Proxy Statement, and
is incorporated herein by reference.
The Board of Directors has adopted a Code of Conduct and Ethics applicable
to the Company’s directors, officers
and
employees, including the Company’s
principal executive officer, principal
financial and principal accounting officer,
controller and other senior financial officers performing
similar functions. The Code of Conduct and Ethics, as well as the
charters for the Audit Committee, Compensation Committee, and the Nominating
and Corporate Governance Committee,
can be found by hovering over the heading “About Us” on the Company’s
website,
www.auburnbank.com
, and then
clicking on “Investor Relations”, and then clicking on “Governance
Documents”.
In addition, this information is available
in print to any shareholder who requests it. Written requests
for a copy of the Company’s Code
of Conduct and Ethics or
the Audit Committee, Compensation Committee, or Nominating and
Corporate Governance Committee Charters may be
sent to Auburn National Bancorporation, Inc., 100 N. Gay Street, Auburn,
Alabama 36830, Attention: Marla Kickliter,
Senior Vice President of
Compliance and Internal Audit. Requests may also be made via telephone by
contacting Marla
Kickliter, Senior Vice
President of Compliance and Internal Audit, or Laura Carrington,
Vice President of Human
Resources, at (334) 821-9200.
ITEM 11.
EXECUTIVE COMPENSATION
Information required by this item is set forth under the headings “Corporate
Governance,” “Executive Officers” and
“Executive Compensation”
in the Proxy Statement, and is incorporated herein by reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER
MATTERS
Information required by this item is set forth under the headings “Proposal
One: Election of Directors - Information about
Nominees for Directors and Executive Officers,”
“Equity Compensation Plan Information” and “Stock Ownership by
Certain Persons” in the Proxy Statement, and is incorporated herein
by reference.
ITEM 13. CERTAIN
RELATIONSHIPS
AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required by this item is set forth under the headings “Proposal
One: Election of Directors – Information about
Nominees for Directors and Executive Officers,” “Corporate
Governance” and “Certain Transactions and
Business
Relationships” in the Proxy Statement, and is incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTING
FEES AND SERVICES
Information required by this item is set forth under the heading Proposal 4:
“Ratification of Independent Public
Accountants” in our Proxy Statement, and is incorporated herein by reference.
Table of Contents
125
PART
IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
(a)
List of all Financial Statements
The following consolidated financial statements and report of independent
registered public accounting firm of the
Company are included in this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm (Elliott Davis, LLC, Greenville,
South Carolina, PCAOB
Firm ID: 149)
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements
of Earnings for the years ended December 31, 2024 and 2023
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2024 and 2023
Consolidated Statements of Stockholders’ Equity for the years ended
December 31, 2024 and 2023
Consolidated Statements of Cash Flows for the years ended December
31, 2024 and 2023
Notes to the Consolidated Financial Statements
(b)
Exhibits
3.1.
Certificate of Incorporation of Auburn National Bancorporation, Inc. (incorporated by reference from
Registrant's Form 10-Q dated June 30, 2002 (File No. 000-26486)).
3.2.
Amended and Restated Bylaws of Auburn National Bancorporation, Inc., adopted as of November 13, 2007
(incorporated by reference from Registrant’s Form 10-K dated March 31, 2008 (File No. 000-26486)).
4.1.
Description of the Registrant’s Securities
19.1
Insider Trading Policy
21.1
Subsidiaries of Registrant
23.1
Consent of Independent Registered Public Accounting Firm
31.1
Certification signed by the Chief Executive Officer pursuant to SEC Rule 13a-14(a).
31.2
Certification signed by the Chief Financial Officer pursuant to SEC Rule 13a-14(a).
32.1
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes -Oxley
Act of 2002 by David A. Hedges, President and Chief Executive Offi cer *
32.2
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes -Oxley
Act of 2002 by W. James Walker, IV, Senior Vice President and Chief Financial Officer.*
97.1
Policy Relating to Recovery of Erroneously Awarded Compensation (included by reference from Registrant's
Form 10-K/A dated April 12, 2024 (File No. 000-26486))
Table of Contents
126
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy
Extension Schema Document
101.CAL
Inline XBRL Taxonomy
Extension Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy
Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy
Extension Presentation Linkbase Document
101.DEF
Inline XBRL Taxonomy
Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101
*
The certifications attached as exhibits 32.1 and 32.2 to this annual report on
Form 10-K are “furnished” to the Securities
and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 and shall not be deemed “filed”
by the Company for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended.
(c)
Financial Statement Schedules
All financial statement schedules required pursuant to this item were either included
in the financial information set
forth in (a) above or are inapplicable and therefore have been omitted.
ITEM 16.
FORM 10-K SUMMARY
None.
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Auburn, State of
Alabama, on March 11, 2025.
AUBURN NATIONAL
BANCORPORATION,
INC.
(Registrant)
By:
/S/ DAVID
A. HEDGES
David A. Hedges
President and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/S/ DAVID
A. HEDGES
David A. Hedges
President and Chief Executive Officer
(Principal Executive Officer)
March 11, 2025
/S/ W. JAMES
WALKER,
IV
W. James Walker,
IV
SVP,
Chief Financial Officer
(Principal Financial and Accounting Officer)
March 11, 2025
/S/ ROBERT W.
DUMAS
Robert W.
Dumas
Chairman of the Board
March 11, 2025
/S/ C. WAYNE
ALDERMAN
C. Wayne Alderman
Director
March 11, 2025
/S/ TERRY W.
ANDRUS
Terry W.
Andrus
Director
March 11, 2025
/S/ J. TUTT BARRETT
J. Tutt Barrett
Director
March 11, 2025
/S/ LAURA J. COOPER
Laura Cooper
Director
March 11, 2025
/S/ WILLIAM F. HAM, JR.
William F.
Ham, Jr.
Director
March 11, 2025
/S/ DAVID
E. HOUSEL
David E. Housel
Director
March 11, 2025
/S/ MICHAEL A. LAWLER
Michael A. Lawler
Director
March 11, 2025
/S/ SANDRA J. SPENCER
Sandra J. Spencer
Director
March 11, 2025
/S/ ANNE M. MAY
Anne M. May
Director
March 11, 2025