UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-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 13, 2021
(Exact name of registrant as specified in its charter)
| Delaware | 001-13695 | 16-1213679 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification 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:
| | ¨ | 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 13, 2021, Community Bank System, Inc. (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 on an advisory basis the Company’s executive compensation as set forth in the proxy statement, and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021. The Company is pleased to report that its shareholders supported the advisory “say on pay” vote with 94% of the shares cast at the meeting voting in favor of the say on pay proposal.
1. The Company’s shareholders elected 12 individuals to the Board to serve one-year terms, with each of the directors receiving over 94% of the votes cast at the meeting in favor of his or her election, as set forth below:
| Name of Director | Number of Votes |
| For | Against | Abstain | Broker Non-Votes |
| Brian R. Ace | 38,542,041 | 2,078,669 | 338,673 | 5,166,338 |
| Mark J. Bolus | 40,457,214 | 163,779 | 338,930 | 5,166,338 |
| Jeffrey L. Davis | 38,280,404 | 2,325,417 | 353,562 | 5,166,338 |
| Neil E. Fesette | 38,716,317 | 1,901,283 | 341,783 | 5,166,338 |
| Kerrie D. MacPherson | 40,540,922 | 224,488 | 193,973 | 5,166,338 |
| John Parente | 40,372,845 | 244,414 | 342,124 | 5,166,338 |
| Raymond C. Pecor, III | 40,466,955 | 272,878 | 219,550 | 5,166,338 |
| Susan E. Skerritt | 40,479,886 | 256,966 | 222,531 | 5,166,338 |
| Sally A. Steele | 40,235,185 | 407,533 | 316,665 | 5,166,338 |
| Eric E. Stickels | 40,470,333 | 233,612 | 255,438 | 5,166,338 |
| Mark E. Tryniski | 40,344,618 | 282,265 | 332,500 | 5,166,338 |
| John F. Whipple, Jr. | 39,221,833 | 1,406,427 | 331,123 | 5,166,338 |
2.
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 |
| 38,258,102 | 2,468,758 | 232,523 | 5,166,338 |
3. 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, 2021 as set forth below:
| For | Against | Abstain |
| 45,436,929 | 657,233 | 31,559 |
On May 13, 2021, 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 $0.42 per share payable on July 9, 2021, to shareholders of record as of June 15, 2021.
| Item 9.01 | Financial Statements and Exhibits. |
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: | George J. Getman |
| | Title: | EVP and General Counsel |
| Dated: May 18, 2021 | |
