Current Report Filing (8-k)
19 Mayo 2023 - 4:02PM
Edgar (US Regulatory)
0000723188
false
COMMUNITY BANK SYSTEM, INC.
0000723188
2023-05-17
2023-05-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
Date of Report (Date of earliest event reported):
May 17, 2023
(Exact name of registrant as specified in
its charter)
| Delaware |
001-13695 |
16-1213679 |
| (State or other
jurisdiction of |
(Commission File Number) |
(IRS Employer Identification |
| incorporation) |
|
No.) |
| 5790 Widewaters Parkway, DeWitt, New York |
13214 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (315)
445-2282
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:
| |
¨ |
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, $1.00 par value per share |
CBU |
New York Stock Exchange |
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 17, 2023, Community Bank System, Inc. (the
“Company”) held its Annual Shareholders Meeting in Verona, New York. At the Annual Meeting, the Company’s Shareholders
(i) elected 12 directors, each for a one-year term, (ii) approved on an advisory basis the Company’s executive compensation as set
forth in the proxy statement, (iii) approved on an advisory basis that the frequency of the executive compensation vote should be annual,
and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for
the year ending December 31, 2023.
1. The
Company’s Shareholders elected 12 individuals to the Board to serve one-year terms, as set forth below:
| Name of Director |
Number of Votes |
| For |
Against |
Abstain |
Broker Non-Votes |
| Brian R. Ace |
38,745,326 |
2,419,330 |
212,499 |
4,687,533 |
| Mark J. Bolus |
40,162,462 |
803,530 |
411,163 |
4,687,533 |
| Neil E. Fesette |
39,415,090 |
1,748,212 |
213,853 |
4,687,533 |
| Jeffery J. Knauss |
39,451,658 |
1,641,221 |
284,276 |
4,687,533 |
| Kerrie D. MacPherson |
40,698,465 |
405,171 |
273,519 |
4,687,533 |
| John Parente |
40,576,604 |
366,864 |
433,687 |
4,687,533 |
| Raymond C. Pecor, III |
40,663,446 |
521,572 |
192,137 |
4,687,533 |
| Susan E. Skerritt |
40,554,120 |
610,811 |
212,224 |
4,687,533 |
| Sally A. Steele |
39,428,188 |
1,672,989 |
275,978 |
4,687,533 |
| Eric E. Stickels |
39,861,346 |
1,289,126 |
226,683 |
4,687,533 |
| Mark E. Tryniski |
40,632,526 |
354,163 |
390,466 |
4,687,533 |
| John F. Whipple, Jr. |
32,278,310 |
8,867,189 |
231,656 |
4,687,533 |
2. The
Company’s Shareholders approved, on a non-binding advisory basis, the Company’s executive compensation programs, as described
in the proxy statement, as set forth below:
| For |
Against |
Abstain |
Broker Non-Votes |
| 33,889,152 |
7,353,391 |
134,612 |
4,687,533 |
3. A majority
of the votes cast by the Company's Shareholders at the Annual Meeting voted, on a non-binding advisory basis, to hold future say-on-pay
votes every year, as set forth below:
| One Year |
Two Years |
Three Years |
Abstain |
| 39,722,376 |
114,528 |
1,305,618 |
234,633 |
Based on these results, and consistent with the
recommendation of the Company’s Board of Directors (the “Board”), the Board has determined that the Company will hold
an advisory vote on executive compensation every year.
4. The
Company’s Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public
accounting firm for the year ending December 31, 2023, as set forth below:
| For |
Against |
Abstain |
| 45,353,575 |
580,384 |
130,729 |
On May 17, 2023, the Company issued a press release
announcing the results of its Annual Meeting and the approval by the Board of a regular quarterly dividend of $0.44 per share
payable on July 10, 2023, to Shareholders of record as of June 15, 2023.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
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.
| |
Community
Bank System, Inc. |
| |
|
| |
By: |
/s/ Michael N. Abdo |
| |
Name: |
Michael N. Abdo |
| |
Title: |
Executive Vice President and General Counsel |
Dated: May 19, 2023
EXHIBIT INDEX
Community Financial System (NYSE:CBU)
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De May 2024 a Jun 2024
Community Financial System (NYSE:CBU)
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De Jun 2023 a Jun 2024
