FNCB BANCORP, INC. : Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

FNCB

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2022 Annual Meeting of Shareholders held on May 11, 2022, FNCB Bancorp, Inc.'s ("FNCB") shareholders voted on: (i) the election of each of FNCB's three (3) nominees for Class C director: (ii) a proposal to hold an advisory vote on the compensation of FNCB's named executive officers, and (iii) a proposal to ratify the appointment of Baker Tilly US, LLP as FNCB's independent registered public accounting firm for the year ending December 31, 2022. The results of the voting were as follows:

1. Proposal No. 1: Election of Directors.

The shareholders of FNCB elected all of the Class C directors by the following vote:

Class C Directors For Withheld Broker Non-Vote Joseph Coccia

Joseph L. DeNaples, Esq. 11,507,484 1,060,793 3,790,734 John P. Moses, Esq. 11,409,338 1,158,939 3,790,734

2. Proposal No. 2: Advisory vote on the compensation of FNCB's named executive officers:

The shareholders of FNCB approved, on an advisory basis, the compensation of FNCB's named executive officers by the following vote:

3. Proposal No. 3: Ratification of the appointment of FNCB's independent registered public accounting firm:

The shareholders of FNCB ratified the appointment of Baker Tilly US, LLP as FNCB's independent registered public accounting firm for the year ending December 31, 2022 by the following vote:

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