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): March 27, 2023 (March 22, 2023)
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| New York | | 0-13888 | | 16-1237038 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer 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)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | | Trading symbol | | Name of exchange on which registered |
| Common stock, par value $0.01 per share | | CHMG | | Nasdaq Stock Market LLC |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 22, 2023, Karl F. Krebs, Executive Vice President, Chief Financial Officer and Treasurer of Chemung Financial Corporation (the “Corporation”) and Chemung Canal Trust Company (the “Bank”) notified the Corporation and the Bank of his decision to retire from his positions with the Corporation and the Bank in 2023. Mr. Krebs agreed that he will continue to serve as Executive Vice President, Chief Financial Officer and Treasurer until a successor has been appointed.
| ITEM 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits | |
| | | |
| | Exhibit No. | |
| | | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | CHEMUNG FINANCIAL CORPORATION | |
| | | | |
| March 27, 2023 | | By: | /s/ Karl F. Krebs | |
| | | | Karl F. Krebs | |
| | | | Chief Financial Officer and Treasurer |
