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 14, 2014

(Exact name of registrant as specified in its charter)

Delaware	001-13695	16-1213679
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. 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:
o	Written 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 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of Community Bank System, Inc. (the “Company”) was held on May 14, 2014 in Syracuse, New York.  At the Annual Meeting, the Company’s shareholders (i) elected four directors, (ii) approved on a non-binding advisory basis the Company’s executive compensation as set forth in the proxy statement, (iii) approved the Community Bank System, Inc. 2014 Long-Term Incentive Plan, and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2014.

1.           The Company’s shareholders elected four individuals to the Board of Directors as set forth below:

Name of Director	Number of Votes
	For	Withheld	Broker Non-Votes
Brian R. Ace	29,829,151	804,567	5,592,276
James W. Gibson,Jr.	30,031,742	601,975	5,592,276
John Parente	29,532,585	1,101,133	5,592,276
John F. Whipple, Jr.	29,986,379	647,339	5,592,276

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
29,624,359	655,841	353,515	5,592,278

3.           The Company’s shareholders approved the Community Bank System, Inc. 2014 Long-Term Incentive Plan as set forth below:

For	Against	Abstain	Broker Non-Votes
29,437,823	974,095	221,797	5,592,278

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, 2014 as set forth below:

For	Against	Abstain
35,774,708	361,377	89,908

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Item 8.01                      Other Events

On May 15, 2014, 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 $0.28 per share payable on July 10, 2014, to shareholders of record as of June 16, 2014.

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 15, 2014

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 15, 2014

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EX-99.1

Exhibit 99.1

	News Release For further information, please contact:
5790 Widewaters Parkway, DeWitt, N.Y. 13214	Scott A. Kingsley, EVP & Chief Financial Officer Office: (315) 445-3121

Community Bank System, Inc.

Declares Dividend and Announces Results of 2014 Annual Meeting

SYRACUSE, N.Y. — May 15, 2014 — Community Bank System, Inc. (NYSE: CBU) announced that it has declared a quarterly cash dividend of $0.28 per share on its’ common stock.  The dividend will be payable on July 10, 2014 to shareholders of record as of June 16, 2014.  The $0.28 cash dividend represents an annualized yield of 3.1% based on the closing share price of $35.69 on May 14, 2014.

The Company also announced that four directors standing for election at its Annual Shareholders Meeting on May 14, 2014 were elected including Brian R. Ace, James W. Gibson, Jr., John Parente, and John F. Whipple, Jr.  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 the adoption of the Company’s 2014 Long-Term Incentive Plan.  The shareholders also approved, on an advisory basis, the Company’s executive compensation programs.

Headquartered in DeWitt, N.Y., Community Bank System, Inc. has $7.4 billion in assets and over 190 customer facilities.  The Company’s banking subsidiary, Community Bank, N.A. operates across Upstate New York and Northeastern Pennsylvania.  Its other subsidiaries include: Benefit Plans Administrative Services, Inc., a national employee benefits consulting and trust administration firm; 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.  For more information, visit www.communitybankna.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.  These statements are based on the current beliefs and expectations of CBU’s management and CBU does not assume any duty to update forward-looking statements.