UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2022
Codorus Valley Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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| Pennsylvania | | 001-15536 | | 23-2428543 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | 105 Leader Heights Road | |
| | P.O. Box 2887 | |
| | York, Pennsylvania | 17405-2887 |
| | (Address of principal executive offices) | (Zip Code) |
(717) 747-1519
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 13, 2022, Codorus Valley Bancorp, Inc. (the “Corporation”) announced that Jeffrey R. Hines submitted his resignation and will be retiring from the Board of Directors effective as of December 31, 2022, and in connection therewith Mr. Hines has also resigned from the Corporation’s Audit, Compensation, and Governance and Nominating Committees, on which he served, as well as from the Board of the Corporation’s subsidiary, PeoplesBank, A Codorus Valley Company. Mr. Hines indicated that his resignation is based on a desire to focus on his planned personal travel and that he has no issues with the Board or management of the Corporation.
A copy of the Corporation’s Press Release announcing Mr. Hines’ resignation is attached as Exhibit 99.1 to this Current Report, is deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore may be incorporated by reference in the Corporation’s filings under the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | CODORUS VALLEY BANCORP, INC. |
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| Dated: December 13, 2022 | By: | /s/ Daniel R. Stolzer |
| | | Daniel R. Stolzer |
| | | Corporate Secretary and General Counsel |
