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COMMUNITY FINANCIAL SYSTEM, INC.
0000723188
0000723188
2024-05-15
2024-05-15
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 15, 2024
(Exact name of registrant as specified in
its charter)
| Delaware |
001-13695 |
16-1213679 |
(State or other
jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification
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
Community Bank System, Inc.
(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 15, 2024, Community Financial System, Inc.
(the “Company”) held its Annual Shareholders Meeting in Syracuse, 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 an amendment to the Company’s 2022 Long-Term Incentive Plan, as amended,
to increase the number of authorized shares by 1,100,000, and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the
independent registered public accounting firm of the Company for the year ending December 31, 2024.
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 |
| Mark J. Bolus | |
40,049,359 | |
531,375 | |
429,753 | |
4,848,587 |
| Neil E. Fesette | |
40,236,493 | |
344,891 | |
429,103 | |
4,848,587 |
| Dimitar A. Karaivanov | |
40,302,056 | |
286,430 | |
422,001 | |
4,848,587 |
| Jeffery J. Knauss | |
40,325,690 | |
476,670 | |
208,127 | |
4,848,587 |
| Kerrie D. MacPherson | |
40,148,973 | |
644,595 | |
216,919 | |
4,848,587 |
| John Parente | |
40,146,757 | |
436,143 | |
427,587 | |
4,848,587 |
| Raymond C. Pecor, III | |
40,359,197 | |
437,203 | |
214,087 | |
4,848,587 |
| Susan E. Skerritt | |
40,160,602 | |
636,739 | |
213,146 | |
4,848,587 |
| Sally A. Steele | |
39,892,679 | |
683,107 | |
434,701 | |
4,848,587 |
| Eric E. Stickels | |
40,405,876 | |
380,682 | |
223,929 | |
4,848,587 |
| Michele P. Sullivan | |
40,264,183 | |
531,334 | |
214,970 | |
4,848,587 |
| John F. Whipple, Jr. | |
38,712,368 | |
1,826,816 | |
471,303 | |
4,848,587 |
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 |
| 38,183,537 | |
2,496,827 | |
330,123 | |
4,848,587 |
3. The
Company’s Shareholders approved an amendment to the Company's 2022 Long-Term Incentive Plan, as amended, to increase the number
of authorized shares by 1,100,000, as set forth below:
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 39,550,983 | |
1,096,992 | |
362,512 | |
4,848,587 |
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, 2024, as set forth below:
| For | |
Against | |
Abstain |
| 45,200,602 | |
619,285 | |
39,187 |
On May 15, 2024, the Company issued a press
release announcing the results of its Annual Meeting and the approval by the Company’s Board of Directors (the “Board”)
of a regular quarterly dividend of $0.45 per share payable on July 10, 2024, to Shareholders of record as of June 14, 2024.
On May 15, 2024, the Company and its wholly-owned
banking subsidiary, Community Bank, N.A., entered into the previously announced Consulting Agreement with Mark E. Tryniski, the Company’s
retired President, Chief Executive Officer, and Director. Pursuant to the Consulting Agreement, Mr. Tryniski agreed to serve as a
consultant to support the transition to Dimitar A. Karaivanov, the Company’s President and Chief Executive Officer, and will make
himself available to provide advisory consulting services, as requested by Mr. Karaivanov, relative to the business and affairs of
the Company. Mr. Tryniski will serve as a consultant from May 16, 2024 through December 31, 2024 and will be paid a monthly
consulting fee of $5,000.
The foregoing descriptions are summaries of the
Press Release and the Consulting Agreement and are qualified in their entirety by reference to the full text of the Press Release and
Consulting Agreement, copies of which are filed as Exhibits 99.1 and 10.1 to this Current Report on Form 8-K, respectively, and incorporated
by reference herein.
| 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 report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Community Financial System, Inc. |
| |
By: |
/s/ Michael N. Abdo |
| |
Name: |
Michael N. Abdo |
| |
Title: |
Executive Vice President and General Counsel |
Dated: May 17, 2024
EXHIBIT INDEX
Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”),
dated as of May 15, 2024, is between Community Financial System, Inc., a Delaware corporation and registered bank holding company
(“CFSI”) and Community Bank, N.A., a national bank holding association (“CBNA”), both having offices located in
Dewitt, New York (collectively, the “Company”) and Mark E. Tryniski, an individual currently residing at Baldwinsville, New
York (“Consultant”).
| A. | Consultant formerly served as President and CEO of the Company and effective January 2, 2024, retired from the Company. |
| B. | Consultant currently serves as a Director of CFSI and CBNA, and effective May 15, 2024, will retire from the Board of Directors
of CFSI and CBNA (the “Board”). |
| C. | Company desires to engage Consultant as an independent contractor to provide advice and consulting services as set forth herein for
the Company. Consultant is willing to provide such services as an independent contractor in accordance with the terms of this Agreement. |
In consideration of the mutual agreements and covenants
contained herein, and other good and valuable consideration, the parties agree as follows:
1. Engagement
as Independent Consultant. The Company shall engage Consultant as of May 16, 2024 as an independent consultant to provide consulting
services in accordance with the terms of this Agreement. Consultant agrees to provide consulting services to the Company and its subsidiaries
as an independent contractor under the terms of this Agreement.
2. Term
and Termination. The term of this Agreement shall commence on May 16, 2024 and shall continue on a month-to-month basis thereafter
through December 31, 2024. This Agreement shall automatically expire on December 31, 2024, if not terminated prior to such date.
Either party may terminate this Agreement at any time by giving 30 days’ notice, with or without cause, to the other party of its
intention to terminate the Agreement. In addition, this Agreement may be terminated as set forth in Section 6.
3. Consulting
Services.
(a) During
the period from May 16, 2024 through December 31, 2024, Consultant shall attend the meetings of the Board and shall also be
available to provide advisory consulting services as requested by Dimitar Karaivanov, the President and Chief Executive Officer of Community
Bank System, Inc., or his designee, including input regarding: (i) the management of the business and affairs of the Company;
(ii) the business plans, major strategies and financial objectives of the Company; (iii) compliance and regulatory oversight
matters; (iv) merger and acquisition matters; and (v) corporate governance and board reporting matters.
(b) Consultant
shall make himself available for such hours that Consultant reasonably determines, in his sole discretion, to be necessary to perform
the consulting services, but not to exceed 20 percent of the average level of bona fide services performed by Consultant as an employee
of the Company over the immediately preceding 36-month period.
4. Compensation.
(a) In
consideration for the Consultant’s services hereunder, the Company shall pay to the Consultant a monthly fee of $5,000.00 for the
period from May 16, 2024 through December 31, 2024 (the “Consulting Fee”) subject to termination of the Agreement,
with or without cause, as set forth herein. The Company shall pay the monthly Consulting Fee within five (5) days after the end of
each month during the term of this Agreement.
(b) The
Consulting Fee shall constitute the sole and exclusive compensation to which the Consultant is or may become entitled, and Consultant
and its officers, agents, employees, representatives, and consultants shall not be entitled to any other compensation or benefits for
services provided to the Company or its affiliates and shall not receive any other compensation or benefits which the Company or its affiliates
may offer, including but not limited to compensation for service on advisory or governing boards or other services not specifically described
herein. Consultant and Consultant shall have no right, by virtue of their performance of services pursuant to this Agreement, to participate
in or to receive benefits under any employee benefit plans, programs, or arrangements which may be maintained by, or which may be available
for individuals providing services to, the Company and/or its affiliates, including, without limitation, any deferred compensation or
retirement plans, life, health (including hospitalization, medical and major medical), accident, or disability plans, stock option, appreciation
right, restricted stock plans, bonus, incentive, or other cash compensation programs, and vacation, sick leave, severance pay, holiday,
or other fringe benefit programs. Consultant acknowledges that, as an independent consultant, it has no right to participate in or receive
benefits under any employee benefit plans, programs, or arrangements maintained by the Company and/or its affiliates.
5. Expenses.
If, in connection with the performance of services hereunder requested by the Company, Consultant incurs any out-of-pocket business costs
or expenses, it shall be entitled to reimbursement therefor by the Company in accordance with the standards and procedures (including
the submission of required supporting documentation) in effect from time to time for expense reimbursements under the Company’s
policies. Such business expenses shall be submitted on a monthly basis for review and payment in accordance with Company policies.
6. Termination
of Agreement. In addition to the right of the parties to terminate this Agreement pursuant to Section 2 hereof, this Agreement
shall terminate immediately upon the occurrence of any of the following events: (a) the death of the Consultant or in the event of
a disability resulting in his inability to perform his obligations under this Agreement for a period of 90 days; (b) the Consultant’s
conviction of a felony or Consultant’s conduct which is a violation of law or regulation that is likely to result in significant
reputational harm to the Company or its business relationships; (c) Consultant’s misconduct involving taking advantage of a
corporate opportunity of the Company or use or disclosure of any Confidential Information (as defined in Section 7) or proprietary
information belonging to the Company for Consultant’s personal advantage or use; or (d) the mutual agreement of the Company
and Consultant. In the event this Agreement is terminated in accordance with this Section or Section 2, the Company shall pay
Consultant for all consulting services rendered as of the date this Agreement is terminated taking into account any required notice period.
Following termination of this Agreement, neither the Company nor the Consultant shall have any further obligations with respect to the
consulting services contemplated by this Agreement.
7. Confidentiality.
(a) “Confidential
Information” consists of all confidential and proprietary information disclosed or furnished by the Company or its representatives
to Consultant and its officers, members, employees, representatives, agents and consultants, including, but not limited to, Non-public
Personal Information (as such term is defined in the Gramm-Leach-Bliley Act), employee information and data, customer lists, proprietary
or confidential business information, trade secrets, databases, software programs, product development, product pricing and quotes, contracts,
and financial information related to the Company’s business and the businesses of its parent entity, affiliates, and subsidiaries.
All notes, abstracts, and analyses of Confidential Information shall also be deemed to be Confidential Information for purposes of this
Agreement. Confidential Information shall not include any information that was (i) publicly available at the time of disclosure to
Consultant or becomes publicly available without a breach of a confidentiality duty; (ii) rightfully received from a third party
that did not have a duty of confidentiality; (iii) developed by Consultant on an independent basis without a breach of a confidentiality
duty as evidenced by its records; (iv) already in the possession of Consultant without a breach of a confidentiality duty as evidenced
by its records; or (v) on the advice of counsel was required to be disclosed by Consultant by law or by legal process, in which case
Consultant shall promptly notify the Company in order to enable the Company to take action to protect the confidentiality of such information.
(b) Except
as previously authorized by the Company in writing, the Confidential Information shall be held in confidence by Consultant and its officers,
members, employees, representatives, agents, and consultants, and shall not be used by Consultant and its officers, members, employees,
representatives, agents, and consultants for any purpose other than for performing the agreed upon consulting services (the “Permitted
Purpose”). Consultant agrees to safeguard Confidential Information received by it from the Company using adequate and appropriate
security measures designed to meet the objectives of regulatory guidelines with which the Company must comply. Consultant will use a reasonable
degree of care to protect Confidential Information, but not less than that degree of care used by Consultant in safeguarding its own similar
information or material. Consultant will inform those officers, members, employees, agents, representatives, and consultants who have
access to the Confidential Information that such information is Confidential Information of the Company.
(c) Upon
the termination of the business relationship between Consultant and the Company or upon a request by the Company made at any time, whichever
is earlier, Consultant shall return to the Company or destroy, at its own expense, all Confidential Information and shall destroy all
notes, summaries or abstracts made pertaining thereto, without retaining any copies thereof. Upon the request of the Company, Consultant
shall certify the destruction of the Confidential Information by Consultant and its officers, members, employees, representatives, agents
and consultants. Notwithstanding such delivery and/or destruction of such documents, Consultant and its officers, members, employees,
representatives, agents and consultants will continue to be bound by its obligations of confidentiality.
(d) In
the event of a breach of Consultant’s security affecting or potentially affecting the Company and/or its Confidential Information,
Consultant shall inform the Company within twenty-four (24) hours of discovery of any such breach.
(e) Consultant
understands that nothing in this Section 7 or this Agreement generally, shall be construed to prohibit Consultant’s communications
with governmental agencies such as the NLRB, EEOC, or SEC.
8. Relationship
of Parties.
(a) The
relationship among the Company and Consultant is that of client and independent contractor. Consultant shall not have any of the rights
of an employee with respect to the Company, and specifically waives any and all such rights. Consultant shall be solely responsible and
required to pay all income taxes, employment taxes, and insurances related to the services and remuneration hereunder. The Company shall
not be required to withhold from or to pay over for or on behalf of Consultant any workers’ compensation, disability benefits, federal
or state withholding of taxes, Social Security, or any other deductions required by the Internal Revenue Service, Social Security Administration,
or other administrative or governmental agency under State, local, territory of the United States or other jurisdiction. Consultant shall
indemnify and hold harmless the Company and its affiliates from and against any and all taxes, penalties, and other expenses and demands
which the Company may incur as a result of Consultant’s failure to pay any such taxes charges or expenses with respect to consulting
services under this Agreement.
(b) The
services provided by Consultant shall be limited to advisory services only and Consultant shall not provide tax advice in connection with
the services provided to the Company.
(c) The
Company and its affiliates, in their sole and absolute discretion, may engage other employees or independent contractors to perform any
or all of the services for which Consultant is engaged to provide under the terms of this Agreement.
9. Assignment.
This Agreement and Consultant’s rights, duties, and obligations hereunder are not transferable or assignable by Consultant. This
Agreement shall be binding upon and shall inure to the benefit of the successor of the Company through merger or corporate reorganization.
10. Notices.
Any communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given (i) at
such time as it is delivered personally, or (ii) upon documented delivery by an overnight expedited delivery service to such party
at the address listed below or at such other address as such party may by written notice specify to the other party:
If to the Consultant:
Mark E. Tryniski
8294 Wheaton Road
Baldwinsville, NY 13027
If to the Company:
Community Bank System, Inc.
Attn: President and Chief Executive Officer
5790 Widewaters Parkway
DeWitt,
New York 13214
11. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The jurisdiction of any
proceedings between the parties arising out of, or with respect to, this Agreement shall be in a court of competent jurisdiction in New
York State. Each party irrevocably: (i) agrees that the New York state courts located in Syracuse, New York, Onondaga County, or
the United States District Court for the Northern District of New York, sitting in Syracuse, New York, shall have exclusive jurisdiction
to adjudicate any claims related this Agreement and consents to submit itself to the personal jurisdiction of such courts; (ii) agrees
that such courts shall be the proper venue therefor; (iii) waives any defense of inconvenient forum to the maintenance of any action
or proceeding so brought; and (iv) waives the right to trial by jury in any such action or proceeding.
12. Entire
Agreement; Amendment. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject
matter hereof and shall supersede all prior understandings and agreements relating to the provision of consulting services by Consultant
to the Company. The parties acknowledge and agree that the terms of the Employment Agreement, dated January 1, 2021, by and among
Mark E. Tryniski and the Company (“Employment Agreement”), is not amended by this Agreement and the terms of the Employment
Agreement that survived its expiration shall continue in full force and effect. This Agreement cannot be amended, modified, or supplemented
in any respect, except by a subsequent written agreement entered into by the parties hereto.
13. Survival.
The provisions of Sections 7, 8, 9, 11, and 12 hereof shall survive the termination of this Agreement.
14. Counterparts.
This Agreement may be executed in two or more counterparts, each of which taken together shall constitute a single instrument. Execution
and delivery of this Agreement by email or other electronic transmission shall be as effective as delivery of a manually signed counterpart.
[Remainder of page intentionally left blank.]
IN
WITNESS WHEREOF, the parties have executed this Consulting Agreement effective as of the day and year first written above.
| |
COMMUNITY FINANCIAL SYSTEM, INC. |
| |
|
| |
By: |
/s/
Dimitar Karaivanov |
| |
|
Dimitar Karaivanov |
| |
|
President |
| |
|
| |
COMMUNITY BANK, N.A. |
| |
|
| |
By: |
/s/ Michael N.
Abdo |
| |
|
Michael N. Abdo |
| |
|
Executive Vice President & General Counsel |
| |
/s/ Mark E. Tryniski |
| |
Mark E. Tryniski |
Exhibit 99.1
| |
News Release
For further
information, please contact: |
| 5790
Widewaters Parkway, DeWitt, N.Y. 13214 |
Joseph E. Sutaris,
EVP & Chief Financial Officer
Office: (315)
445-7396 |
Community
Financial System, Inc. Announces Quarterly Common Stock Dividend
and Results
of Annual Shareholders’ Meeting
SYRACUSE, N.Y. — May 15, 2024 — Community Financial
System, Inc. (NYSE: CBU) (the “Company”) announced that it has declared a quarterly cash dividend of $0.45 per share
on its common stock. The dividend will be payable on July 10, 2024 to Shareholders of record as of June 14, 2024. The $0.45
cash dividend represents an annualized yield of 3.78% based on the closing share price of $47.64 on May 14, 2024.
The Company also announced that its Shareholders voted in line with
the Board of Directors’ recommendations on all proposals at its Annual Shareholders’ Meeting on May 15, 2024 and elected
all twelve (12) of the directors standing for re-election for a one-year term. The Shareholders also (i) approved, on an advisory
basis, the Company’s executive compensation programs, (ii) approved an amendment to the Company’s 2022 Long-Term Incentive
Plan, as amended, and (iii) ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered
public accounting firm.
About Community Financial System, Inc.
Earlier today,
the Company announced that it has changed its corporate name from Community Bank System, Inc. to Community Financial System, Inc.
(the “Company”). The Company is a diversified financial services company that is focused on four main business lines –
banking, employee benefit services, insurance services and wealth management. Its banking subsidiary, Community Bank, N.A., is among
the country’s 100 largest banking institutions with over $15 billion in assets and operates approximately 200 customer facilities
across Upstate New York, Northeastern Pennsylvania, Vermont, and Western Massachusetts. The Company’s Benefit Plans Administrative
Services, Inc. subsidiary is a leading provider of employee benefits administration, trust services, collective investment fund
administration, and actuarial consulting services to customers on a national scale. The Company’s OneGroup NY, Inc. subsidiary
is a top 75 U.S. insurance agency. The Company also offers comprehensive financial planning, trust administration and wealth management
services through its Wealth Management operating unit. The Company is listed on the New York Stock Exchange and the Company’s stock
trades under the symbol CBU. Effective May 24, 2024, the Company will trade under the name Community Financial System, Inc.
For more information about the Company visit www.cbna.com or www.communityfinancialsystem.com.
###
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of
CBU’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking
statements. The following factors, among others, could cause the actual results of CBU’s operations to differ materially from its
expectations: the macroeconomic and other challenges and uncertainties related to or resulting from recent bank failures; current and
future economic and market conditions, including the effects on CRE and housing or vehicle prices, unemployment rates, high inflation,
U.S. fiscal debt, budget and tax matters, geopolitical matters, and global economic growth; fiscal and monetary policies of the Federal
Reserve Board; the potential adverse effects of unusual and infrequently occurring events; litigation and actions of regulatory authorities;
management’s estimates and projections of interest rates and interest rate policies; the effect of changes in the level of checking,
savings, or money market account deposit balances and other factors that affect net interest margin; future provisions for credit losses
on loans and debt securities; changes in nonperforming assets; ability to contain costs in inflationary conditions; the effect on financial
market valuations on CBU’s fee income businesses, including its employee benefit services, wealth management services, and insurance
services businesses; the successful integration of operations of its acquisitions and performance of new branches; competition; changes
in legislation or regulatory requirements, including capital requirements; and the timing for receiving regulatory approvals and completing
pending merger and acquisition transactions. For more information about factors that could cause actual results to differ materially from
CBU’s expectations, refer to its annual, periodic and other reports filed with the Securities and Exchange Commission (“SEC”),
including the discussion under the “Risk Factors” section of such reports filed with the SEC and available on CBU’s
website at www.communityfinancialsystem.com and on the SEC’s website at www.sec.gov. Further, any forward-looking statement speaks
only as of the date on which it is made, and CBU undertakes no obligation to update any forward-looking statement to reflect events or
circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
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May 15, 2024 |
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COMMUNITY FINANCIAL SYSTEM, INC.
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| Entity Central Index Key |
0000723188
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16-1213679
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DE
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5790 Widewaters Parkway
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DeWitt
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NY
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13214
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Community Bank System, Inc.
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|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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