UNITED STATES OF AMERICA
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 12, 2017 (May 11, 2017)
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 0-13888 | 16-1237038 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
One Chemung Canal Plaza, Elmira, NY 14901
(Address of principal executive offices) (Zip Code)
(607) 737-3711
(Registrant’s telephone number, including area code)
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 240.16e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 |
At the Annual Meeting of Shareholders of Chemung Financial Corporation (Nasdaq: CHMG), held May 11, 2017, shareholders voted on three proposals. The proposals are described in detail in Chemung Financial Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2017. Anders M. Tomson, President and Chief Executive Officer, made presentations at the Annual Meeting which included slides containing financial and other information. A copy of these slides is contained in Exhibit 99.1 which is attached hereto and incorporated herein by reference.
Proposal 1: Election of Directors
Nominees | Votes For | Votes Withheld | Broker Non-Votes |
| Bruce W. Boyea | 3,124,692 | 77,349 | 806,692 |
| Stephen M. Lounsberry III | 2,960,992 | 241,048 | 806,692 |
| Anders M. Tomson | 3,127,312 | 74,729 | 806,692 |
| G. Thomas Tranter Jr. | 2,962,843 | 239,198 | 806,692 |
| Larry H. Becker | 3,084,152 | 117,889 | 806,692 |
Messrs. Boyea, Lounsberry, Tomson, Tranter and Becker were elected.
Proposal 2: Approval of the Company’s Named Executive Officers Compensation (“Say-on-Pay”)
| Say-on-Pay | |||
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 2,623,529 | 482,418 | 96,093 | 806,692 |
The Company’s Named Executive Officers’ compensation was approved.
Proposal 3: Ratification of the Appointment of Crowe Horwath LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2017
| Votes For | Votes Against | Abstain | |
| 3,853,736 | 78,716 | 76,281 |
The appointment of Crowe Horwath LLP was ratified.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
Exhibit No.
| 99.1 | Copies of slides used in a presentation at the 2017 Annual Meeting of Shareholders of Chemung Financial Corporation at the Holiday Inn – Riverview, 760 East Water Street, Elmira, New York at 2:00 p.m. on May 11, 2017. |
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, thereunto duly authorized.
| |
| CHEMUNG FINANCIAL CORPORATION | |
| May 12, 2017 | By: /s/ Karl F. Krebs |
| Karl F. Krebs | |
Chief Financial Officer and Treasurer
| |