UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):May 20, 2020
(Exact name of registrant as specified in its charter)
| Delaware | 001-13695 | 16-1213679 |
| (State or other jurisdiction of | (CommissionFile Number) | (IRS Employer Identification |
| incorporation) | No.) |
| 5790 Widewaters Parkway,DeWitt,New York | 13214 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(315)445-2282
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $1.00 par value per share | CBU | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 19, 2020, the Board of Directors (the “Board”) of Community Bank System, Inc. (the “Company”) authorized and approved the amendment of the Company’s Bylaws in connection with the Board’s proposal to declassify the Board, contingent upon the receipt of the shareholders’ approval of the proposal at the 2020 Annual Shareholders Meeting held on May 20, 2020 (the “Annual Meeting”). The proposal to declassify the Board was approved by the shareholders and the Bylaws were amended and restated to:
| · | Update the term of office for the directors in connection with the proposal approved by the Company’s Shareholders to amend the Company’s Certificate of Incorporation to declassify the Board; and |
| · | Make certain other ministerial updates and conforming revisions including, the use of gender neutral language and clarification that electronic transmissions are an acceptable form of communication as provided under the Delaware General Corporation Law. |
The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, attached hereto as Exhibit 3.1 and incorporated herein by reference.
In addition, the Certificate of Amendment to the Certificate of Incorporation to declassify the Board and provide for the annual election of all directors, as filed with the Secretary of State of the State of Delaware on May 20, 2020, is attached hereto as Exhibit 3.2.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 20, 2020, the Company held its Annual Meeting by remote communication. At the Annual Meeting, the Company’s shareholders (i) elected 12 directors, each for a one-year term, (ii) approved an amendment to the Certificate of Incorporation to declassify the Board, (iii) approved on a non-binding advisory basis the Company’s executive compensation as set forth in the proxy statement, and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020.
1. The Company’s shareholders elected 12 individuals to the Board to serve one-year terms, as set forth below:
| Name of Director | Number of Votes | |||
| For | Against | Abstain | Broker Non-Votes | |
| Brian R. Ace | 40,836,319 | 1,474,477 | 388,058 | 4,619,080 |
| Mark J. Bolus | 42,297,921 | 178,070 | 222,863 | 4,619,080 |
| Jeffrey L. Davis | 41,647,983 | 803,222 | 247,649 | 4,619,080 |
| Neil E. Fesette | 41,570,205 | 899,309 | 229,340 | 4,619,080 |
| Michael R. Kallet | 42,229,795 | 208,223 | 260,836 | 4,619,080 |
| Kerrie D. MacPherson | 42,251,641 | 160,698 | 286,515 | 4,619,080 |
| John Parente | 42,043,229 | 444,082 | 211,543 | 4,619,080 |
| Raymond C. Pecor, III | 42,220,901 | 231,206 | 246,747 | 4,619,080 |
| Sally A. Steele | 41,989,204 | 472,393 | 237,257 | 4,619,080 |
| Eric E. Stickels | 42,219,019 | 216,869 | 262,966 | 4,619,080 |
| Mark E. Tryniski | 42,139,308 | 274,567 | 284,979 | 4,619,080 |
| John F. Whipple, Jr. | 41,678,249 | 789,982 | 230,623 | 4,619,080 |
2. The Company’s shareholders approved the amendment to the Certificate of Incorporation to declassify the Board as set forth below:
| For | Against | Abstain | Broker Non-Votes |
| 42,039,598 | 520,095 | 139,161 | 4,619,080 |
3. The Company’s shareholders approved, on a non-binding advisory vote, our executive compensation programs, as described in the proxy statement, as set forth below:
| For | Against | Abstain | Broker Non-Votes |
| 35,214,380 | 7,186,197 | 298,277 | 4,619,080 |
4. The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 as set forth below:
| For | Against | Abstain |
| 46,762,969 | 507,951 | 47,014 |
| Item 8.01 | Other Events |
On May 20, 2020, the Company issued a press release announcing the results of its Annual Meeting and the approval by the Board of Directors of a regular quarterly dividend of $0.41 per share payable on July 10, 2020, to shareholders of record as of June 15, 2020.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 3.1 | Bylaws, dated May 20, 2020 |
| 3.2 | Certificate of Amendment to the Certificate of Incorporation, dated May 20, 2020 |
| 99.1 | Press Release, dated May 20, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Community Bank System, Inc. | ||
| By: | /s/ George J. Getman | |
Name: Title: | George J. Getman EVP and General Counsel | |
Dated: May 22, 2020