Harleysville National Corporation Reports Results of its 2009 Annual Meeting of Shareholders

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Wed Apr 29, 2009 5:50pm EDT

Harleysville National Corporation Reports Results of its 2009 Annual Meeting
of Shareholders

Business includes director elections, adjustments to shares outstanding,
results of shareholder proposals and updates on capital enhancement
initiatives.

HARLEYSVILLE, Pa., April 29 /PRNewswire-FirstCall/ -- Harleysville National
Corporation (Nasdaq: HNBC) today reported results of its 2009 Annual Meeting
of Shareholders, held yesterday in Norristown, PA.  A summary of events
follows.

During the meeting, shareholders acted on five key business items outlined in
its 2009 Proxy Statement:  

1. Shareholders elected three Class C Directors: Michael L. Browne, President,
Chief Executive Officer and Director, Harleysville Mutual and Harleysville
Group, Inc.; Paul D. Geraghty, President and Chief Executive Officer,
Harleysville National Corporation; and James A. Wimmer, Attorney-at-Law, to
serve four-year terms commencing immediately.  Votes were cast as follows: 

                              For                Withheld           Abstain
                              ---                --------           -------
    Michael L. Browne         31,018,996         1,863,535          0
    Paul D. Geraghty          31,240,353         1,642,178          0
    James A. Wimmer           31,253,521         1,629,010          0




2. A proposal to amend Harleysville's Articles of Incorporation to increase
the number of authorized shares of Harleysville common stock, par value $1.00
per share, from 75,000,000 to 200,000,000 was approved and adopted, with
22,645,907 votes for the proposal, 9,953,679 against and 282,945 shareholders
abstaining.  

3. With 32,070,337 affirmative votes, shareholders ratified the selection of
Grant Thornton, LLP as Harleysville's independent auditors for 2009. 
Shareholders registered 497,731 votes against the proposal with 314,463
abstaining.  

4. A non-binding shareholder proposal requesting that the board of directors
take action to declassify director terms was presented and received 12,828,960
affirmative and 11,661,625 negative votes, with 841,154 shareholders
abstaining.  

5. A non-binding shareholder proposal requesting that the board of directors
take action to institute a majority voting standard was presented and received
11,487,757 votes in favor, 13,167,001 opposed and 676,981 abstaining.  

In his presentation to shareholders, Geraghty reiterated Harleysville's
commitment to exemplary corporate governance.  "We initiated a comprehensive
corporate governance program during 2008.  This program, led by your
Nominating and Corporate Governance Committee, recommended, and the board of
directors subsequently approved, comprehensive corporate governance policies
in November 2008.  We will continue to review corporate governance practices
in 2009.  The process is evolving, ongoing and not static.  The board of
directors continues the development of corporate governance practices that are
in your company's best interests."

Geraghty also detailed Harleysville's recent actions as part of its capital
improvement initiative.  In its fourth quarter 2008 earnings announcement, the
company reported that its Total Capital to Risk-Weighted Assets fell below the
well-capitalized level to adequately capitalized.  As of March 31, 2009, as
reported in its first quarter 2009 earnings release, this ratio increased to
9.39% from 8.88% at December 31, 2008.  Geraghty detailed components of
Harleysville's capital improvement initiative yesterday and relayed to
shareholders that the bank continues to research and evaluate alternate
sources of capital to further strengthen its balance sheet. "Harleysville
continues its capital planning review.  Given these turbulent economic times,
the corporation is analyzing various capital raising options to increase its
tangible common equity."    

In light of the corporation's ongoing capital planning process, Harleysville
announced today that as a prudent, proactive measure it will immediately
suspend its Dividend Reinvestment and Stock Purchase Plan (DRIP) until further
notice.   

A full overview of Harleysville's Annual Meeting presentation is available
through the company's website, www.hncbank.com.  

Harleysville National Corporation, with assets of $5.6 billion, is the holding
company for Harleysville National Bank (HNB).  Investment Management and Trust
Services are provided through Millennium Wealth Management and Cornerstone,
divisions of HNB, with assets under management of $2.5 billion.  Harleysville
National Corporation stock is traded under the symbol "HNBC" and is commonly
quoted under NASDAQ Global Select Market(R). For more information, visit the
Harleysville National Corporation website at www.hncbank.com. 

Within this press release, management may make projections and forward-looking
statements regarding events or the future financial performance of
Harleysville National Corporation.  We wish to caution you that these
forward-looking statements involve certain risks and uncertainties, including
a variety of factors that may cause Harleysville National Corporation's actual
results to differ materially from the anticipated results expressed in these
forward-looking statements.  Such factors include the possibility that
anticipated cost savings may not be realized, estimated synergies may not
occur, increased demand or prices for the Corporation's financial services and
products may not occur, changing economic and competitive conditions,
technological developments and other risks and uncertainties.  Such risks,
uncertainties and other factors that could cause actual results and experience
to differ from those projected include, but are not limited to, the following:
ineffectiveness of the Corporation's business strategy due to changes in
current or future market conditions; the effects of competition, and of
changes in laws and regulations on competition, including industry
consolidation and development of competing financial products and services;
inability to achieve desired increases in capital and improvement in asset
quality; merger-related synergies; interest rate movements; difficulties in
integrating distinct business operations, including information technology
difficulties; disruption from the transaction making it more difficult to
maintain relationships with customers and employees, and challenges in
establishing and maintaining operations in new markets; volatilities in the
securities markets; and deteriorating economic conditions.  When we use words
such as "believes", "expects", "anticipates", or similar expressions, we are
making forward-looking statements.  Investors are cautioned not to place undue
reliance on these forward-looking statements and are also advised to review
the risk factors that may affect Harleysville National Corporation's operating
results in documents filed by Harleysville National Corporation with the
Securities and Exchange Commission, including the Quarterly Report on Form
10-Q, the Annual Report on Form 10-K, and other required filings. 
Harleysville National Corporation assumes no duty to update the
forward-looking statements made in this press release.

SOURCE  Harleysville National Corporation

Paul D. Geraghty, President and CEO, +1-215-513-2391
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