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
May 17, 2022
Date of Report (Date of earliest event reported)
CODORUS VALLEY BANCORP, INC.
(Exact name of registrant as specified in its charter)
| | Pennsylvania | | 0-15536 | | 23-2428543 | |
| | (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Ident. No.) | |
| |
| | | |
| | 105 Leader Heights Road, PO Box 2887, York, Pennsylvania | | 17405-2887 | |
| | (Address of principal executive offices) | | (Zip Code) | |
717-747-1519
Registrant’s telephone number, including area code
N/A
(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, $2.50 par value | CVLY | NASDAQ Global Market |
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐
CODORUS VALLEY BANCORP, INC.
FORM 8-K
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 17, 2022, the Corporation held its 2022 Annual Meeting. Notice of the meeting was mailed to shareholders of record on or about April 20, 2022, together with proxy solicitation materials prepared in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder. As of the record date, there were a total of 9,528,056 shares of common stock outstanding and entitled to vote at the Annual Meeting, and 7,960,078 shares were represented at the Annual Meeting, in person or by proxy. The following proposals were voted on at the Annual Meeting.
Proposal 1 – Election of three Class B directors, each to serve for a term of three years
There was no solicitation in opposition to the nominees of the Board of Directors for election to the Board and all such nominees were elected. The number of votes cast for or withheld, as well as the number of broker non-votes, for each of the nominees for election to the Board of Directors, was as follows:
| Director | | Votes For | | Votes Withheld | | Broker Non-Vote |
| Cynthia A. Dotzel, CPA | | 6,220,844 | | 741,711 | | 997,523 |
| Craig L. Kauffman | | 6,743,518 | | 219,037 | | 997,523 |
| John E. Kiernan, Esq. | | 6,722,155 | | 240,400 | | 997,523 |
Proposal 2 – Approve an advisory, non-binding resolution regarding executive compensation
The proposal to approve the compensation of the Corporation's named executive officers was approved by the required affirmative vote of a majority of the shares of common stock present at the meeting, in person or by proxy. The number of votes cast for and against, as well as the number of abstentions and broker non-votes on this proposal, was as follows:
| Votes For | | Votes Against | | Abstain | | Broker Non-Vote |
| 6,618,030 | | 236,369 | | 108,156 | | 997,523 |
Proposal 3 – Approve amendments to the 2007 Codorus Valley Bancorp, Inc. Employee Stock Purchase Plan
The proposal to approve amendments to the 2007 Codorus Valley Bancorp, Inc. Employee Stock Purchase Plan was approved by the affirmative vote of a majority of the shares present at the meeting, in person or by proxy. The number of votes cast for and against, as well as the number of abstentions and broker non-votes on this proposal, was as follows:
| Votes For | | Votes Against | | Abstain | | Broker Non-Vote |
| 6,726,340 | | 119,797 | | 116,418 | | 997,523 |
Proposal 4 – Ratify the appointment of Crowe LLP as Codorus Valley Bancorp, Inc.'s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022
The proposal to ratify the appointment of Crowe LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2022 was approved by the affirmative vote of a majority of the shares present at the meeting, in person or by proxy. The number of votes cast for and against, as well as the number of abstentions and broker non-votes on this proposal, was as follows:
| Votes For | | Votes Against | | Abstain | | Broker Non-Vote |
| 7,910,883 | | 27,535 | | 21,660 | | ( 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.
| | | | Codorus Valley Bancorp, Inc. | |
| | | | | | |
| | | | | | |
| Date: | May 18, 2022 | | By: | /s/ Larry D. Pickett | |
| | | | | Larry D. Pickett | |
| | | | | Treasurer | |
| | | | | (Principal Financial and Accounting Officer) | |
| | | | | | |
