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 30, 2017 (May 23, 2017)
CORTLAND BANCORP
(Exact name of registrant as specified in its charter)
| Ohio | 0-13814 | 34-1451118 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
194 West Main Street, Cortland, Ohio 44410
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (330)637-8040
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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. ☐
Section 5 – Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | On May 23, 2017, Cortland Bancorp held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”). |
| (b) | The first issue voted upon at the Annual Meeting was the election of directors for a three year term to expire at the 2020 Annual Meeting of Shareholders. The following votes were cast: |
| Number of Votes | ||||||||||||
| For | Withheld | Broker Non-Votes | ||||||||||
David C. Cole | 2,802,944 | 92,370 | 530,079 | |||||||||
Timothy Carney | 2,822,706 | 72,608 | 530,079 | |||||||||
Neil J. Kaback | 2,824,519 | 70,795 | 530,079 | |||||||||
Anthony R. Vross | 2,821,667 | 73,649 | 530,079 | |||||||||
| (c) | The second issue was to approve, on an advisory basis, the executive compensation of Cortland’s named executive officers as described in this proxy statement. |
| Number of Votes | ||||||
For | Against | Abstain | BrokerNon-Votes | |||
2,750,713 | 105,047 | 39,554 | 530,079 | |||
| (d) | To consider and vote upon amendment of Section 2.01 of Cortland’s Code of regulations. |
| Number of Votes | ||||||
For | Against | Abstain | BrokerNon-Votes | |||
2,790,471 | 66,593 | 38,250 | 530,079 | |||
| (e) | The appointment of S.R. Snodgrass, P.C. as Cortland’s independent auditor for the fiscal year ending December 31, 2016 was ratified. |
| Number of Votes | ||||||
For | Against | Abstain | BrokerNon-Votes | |||
3,700,249 | 6,951 | 18,193 | ||||
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| Item 7.01. | Regulation FD Disclosure |
Cortland Bancorp used the presentation materials furnished herewith at the Annual Meeting of Shareholders on Tuesday, May 23, 2017. A copy of the slide presentation is furnished as Exhibit 99.1 to this Current Report on Form8-K. The information in this item 7.01 of this Current Report on Form8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934. The information in this Report (including Exhibit 99.1 attached hereto) shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 except as otherwise expressly stated in such filing or document.
| Item 9.01. | Financial Statements and Exhibits |
Exhibit No. | Description | |
| 3.2 | Code of Regulations | |
| 99.1 | Company Presentation | |
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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.
| CORTLAND BANCORP | ||
| By: | /s/ James M. Gasior | |
| James M. Gasior, President and CEO | ||
Date: May 30, 2017
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