8-K 1 cbna20158kannualmeet.htm 2015 8K ANNUAL MEETING RESULTS cbna20158kannualmeet.htm

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 20, 2015

      (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 2015 Annual Meeting of Shareholders (the “Annual Meeting”) of Community Bank System, Inc. (the “Company”) was held on May 20, 2015 in St. Bonaventure, 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, and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2015.
 
    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
Neil E. Fesette
29,515,280
692,439
5,312,656
Sally A. Steele
28,715,919
1,491,799
5,312,656
Mark E. Tryniski
29,436,397
771,321
5,312,656
James A. Wilson
29,470,511
737,207
5,312,656

    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
  28,301,097   1,470,583   436,038   5,312,656
 
    3.     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, 2015 as set forth below:
 
For
Against
Abstain
  35,289,727   140,984   89,662
 
Item 8.01 Other Events
   
   On May 21, 2015, 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 $0.30 per share payable on July 10, 2015, to shareholders of record as of June 15, 2015.
 
 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 21, 2015
 

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 26, 2015