8-K

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 8, 2013

(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		13214-1883
(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07                      Submission of Matters to a Vote of Security Holders.

The 2013 Annual Meeting of Shareholders (the “Annual Meeting”) of Community Bank System, Inc. (the “Company”) was held on May 8, 2013 in Alexandria Bay, New York.  At the Annual Meeting, the Company’s shareholders (i) elected five (5) directors, (ii) approved on a non-binding advisory basis the Company’s executive compensation as set forth in the proxy statement, (iii) approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 75,000,000; and (iv) ratified the appointment of PricewaterhouseCoopers, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2013.

1.           The Company’s shareholders elected five (5) individuals to the Board of Directors as set forth below:

Name of Director	Number of Votes
	For	Withheld	Broker Non-Votes
Mark J. Bolus	28,326,587	429,202	4,951,156
Nicholas A. DiCerbo	25,616,439	3,139,351	4,951,156
James A. Gabriel	27,164,528	1,591,262	4,951,156
Edward S. Mucenski	28,333,441	422,348	4,951,156
Brian R. Wright	28,281,482	474,308	4,951,156

2.           The Company’s shareholders approved, on a non-binding advisory vote, our executive compensation programs as described in the proxy statement as set forth below:

For	Against	Abstain	Broker Non-Votes
27,424,776	1,111,845	219,166	4,951,156

3.           The Company’s shareholders approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 75,000,000 as set forth below:

For	Against	Abstain	Broker Non-Votes
32,315,018	1,100,662	209,735	81,530

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, 2013 as set forth below:

For	Against	Abstain
33,313,371	314,509	79,062

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Item 8.01                      Other Events

On May 10, 2013, the Company issued a press release announcing the results of its Annual Meeting and the approval by the Board of Directors of a regular quarterly dividend of $0.27 per share payable on July 10, 2013, to shareholders of record as of June 14, 2013.

Item 9.01                      Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits.

          Exhibit No.                                Description

           99.1                                 Press Release, dated May 10, 2013

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/ George J. Getman
	Name:  George J. Getman
	Title:  EVP and General Counsel
Dated:  May 10, 2013

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EX-99.1

Exhibit 99.1

                                                                                        

COMMUNITY BANK SYSTEM, INC.

5790 Widewaters Parkway, DeWitt, N.Y. 13214 News Release For further information, please contact:

Scott A. Kingsley

EVP & Chief Financial Officer

Office: (315) 445-3121

Community Bank System Declares Dividend and

Announces Results of 2013 Annual Meeting

SYRACUSE, N.Y. — May 10, 2013 — Community Bank System, Inc. (NYSE: CBU) announced that its Board of Directors declared a $0.27 per share dividend payable on July 10, 2013, to shareholders of record as of June 14, 2013.  The $0.27 cash dividend represents an annualized yield of 3.7% based on the closing share price of $29.26 on May 8, 2013.

The Company also announced that five directors standing for election at its Annual Shareholders Meeting on May 8, 2013 were elected including Mark J. Bolus, Nicholas A. DiCerbo, James A. Gabriel, Edward S. Mucenski and Brian R. Wright.  At the Annual Meeting, the shareholders ratified the appointment of PricewaterhouseCoopers, LLP to serve as the Company’s independent registered public accounting firm, and approved an amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of common stock to 75,000,000.  The shareholders also approved, on an advisory basis, the Company’s executive compensation programs.

About Community Bank System

Headquartered in DeWitt, N.Y., Community Bank System, Inc. has more than $7.0 billion in assets and over 180 customer facilities.  The Company’s banking subsidiary, Community Bank, N.A. operates across Upstate New York and Northeastern Pennsylvania, where it conducts business as First Liberty Bank & Trust.  Its other subsidiaries include: Benefit Plans Administrative Services, Inc., a national employee benefits consulting and trust administration firm with offices in New York, New Jersey, Pennsylvania and Texas; the CBNA Insurance Agency, with offices in five northern New York communities; Community Investment Services, Inc., a wealth management firm delivering a wide range of financial products throughout the Company's branch network; and Nottingham Advisors, an investment management and advisory firm with offices in Buffalo, N.Y. and North Palm Beach, Florida.  For more information, visit: www.communitybankna.com or www.firstlibertybank.com.

# # #

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The following factors, among others, could cause the actual results of CBU’s operations to differ materially from CBU’s expectations: the successful integration of operations of its acquisitions; competition; changes in economic conditions, interest rates and financial markets; and changes in legislation or regulatory requirements.  CBU does not assume any duty to update forward-looking statements.