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 7, 2019 (May 2, 2019)
CORTLAND BANCORP
(Exact name of registrant as specified in its charter)
Ohio | 001-38827 | 34-1451118 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. 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 Instructions 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Cortland Bancorp Common | CLDB | NASDAQ Capital Market |
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2019, Cortland Bancorp (“Cortland”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”).
(a) | The first issue voted upon at the Annual Meeting was the election of four directors for a three-year term to expire at the 2022 Annual Meeting of Shareholders. The following votes were cast: |
Number of Votes | ||||||||||||
For | Withheld | Broker Non-Votes | ||||||||||
James M. Gasior | 2,418,146 | 16,515 | 835,528 | |||||||||
Joseph P. Langhenry | 2,394,376 | 40,285 | 835,528 | |||||||||
Thomas P. Perciak | 2,414,264 | 20,394 | 835,528 | |||||||||
Richard B. Thompson | 2,393,238 | 41,423 | 835,528 |
(b) | The second issue was to approve, on an advisory basis, the executive compensation of Cortland’s named executive officers. |
Number of Votes | ||||||
For | Against | Abstain | Broker Non-Votes | |||
2,111,562 | 289,715 | 33,384 | 835,528 |
(c) | The shareholders of the Company recommended in anon-binding advisory vote that future advisory votes on executive compensation should be held every year. Consistent with the shareholder recommendation, the Board of Directors of the Company has determined that it will hold an advisory vote on executive compensation every year as it has done in prior years. |
Number of Votes: | ||||||||
3 Year | 2 Year | 1 Year | Abstain | Broker Non-Votes | ||||
1,991,788 | 127,706 | 253,911 | 61,257 | 835,528 |
(d) | The fourth issue was the ratification of S.R. Snodgrass, P.C. as Cortland’s independent auditor for the fiscal year ending December 31, 2019. |
Number of Votes | ||||||
For | Against | Abstain | Broker Non-Votes | |||
3,246,271 | 7,029 | 16,889 | 0 |
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 7, 2019