UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
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 |
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 13, 2021, Community Bank System, Inc. (the “Company”) held its Annual Meeting by remote communication. 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, and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021. The Company is pleased to report that its shareholders supported the advisory “say on pay” vote with 94% of the shares cast at the meeting voting in favor of the say on pay proposal.
1. The Company’s shareholders elected 12 individuals to the Board to serve one-year terms, with each of the directors receiving over 94% of the votes cast at the meeting in favor of his or her election, as set forth below:
Name of Director | Number of Votes | |||
For | Against | Abstain | Broker Non-Votes | |
Brian R. Ace | 38,542,041 | 2,078,669 | 338,673 | 5,166,338 |
Mark J. Bolus | 40,457,214 | 163,779 | 338,930 | 5,166,338 |
Jeffrey L. Davis | 38,280,404 | 2,325,417 | 353,562 | 5,166,338 |
Neil E. Fesette | 38,716,317 | 1,901,283 | 341,783 | 5,166,338 |
Kerrie D. MacPherson | 40,540,922 | 224,488 | 193,973 | 5,166,338 |
John Parente | 40,372,845 | 244,414 | 342,124 | 5,166,338 |
Raymond C. Pecor, III | 40,466,955 | 272,878 | 219,550 | 5,166,338 |
Susan E. Skerritt | 40,479,886 | 256,966 | 222,531 | 5,166,338 |
Sally A. Steele | 40,235,185 | 407,533 | 316,665 | 5,166,338 |
Eric E. Stickels | 40,470,333 | 233,612 | 255,438 | 5,166,338 |
Mark E. Tryniski | 40,344,618 | 282,265 | 332,500 | 5,166,338 |
John F. Whipple, Jr. | 39,221,833 | 1,406,427 | 331,123 | 5,166,338 |
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 |
38,258,102 | 2,468,758 | 232,523 | 5,166,338 |
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, 2021 as set forth below:
For | Against | Abstain |
45,436,929 | 657,233 | 31,559 |
Item 8.01 | Other Events |
On May 13, 2021, 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 $0.42 per share payable on July 9, 2021, to shareholders of record as of June 15, 2021.
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 13, 2021 |
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 18, 2021 |
Exhibit 99.1
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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 Bank System, Inc. Announces Quarterly Common Stock Dividend
and Results of Annual Shareholders’ Meeting
SYRACUSE, N.Y. — May 13, 2021 — Community Bank System, Inc. (NYSE: CBU) (the “Company”) announced that it has declared a quarterly cash dividend of $0.42 per share on its common stock. The dividend will be payable on July 9, 2021 to Shareholders of record as of June 15, 2021. The $0.42 cash dividend represents an annualized yield of 2.17% based on the closing share price of $77.41 on May 12, 2021.
The Company also announced that the Shareholders voted in line with the Board of Directors’ recommendations on all proposals at its Annual Shareholders’ Meeting on May 13, 2021 and elected all twelve (12) of the directors standing for re-election for a one-year term. The Shareholders also approved, on an advisory basis, the Company’s executive compensation programs and ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm.
Community Bank System, Inc. operates over 225 customer facilities across Upstate New York, Northeastern Pennsylvania, Vermont, and Western Massachusetts through its banking subsidiary, Community Bank, N.A. With assets of approximately $14.6 billion, the DeWitt, N.Y. headquartered company is among the country’s 125 largest banking institutions. In addition to a full range of retail, business, and municipal banking services, the Company offers comprehensive financial planning, insurance and wealth management services through its Community Bank Wealth Management Group and OneGroup NY, Inc. operating units. 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. Community Bank System, Inc. is listed on the New York Stock Exchange and the Company’s stock trades under the symbol CBU. For more information about Community Bank visit www.cbna.com or http://ir.communitybanksystem.com.
###
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of the words “will,” “anticipate,” “expect,” “intend,” “estimate,” “target,” and words of similar import. Forward-looking statements are not historical facts but instead express only management’s current beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. The following factors, among others listed in Company’s Form 10-K and Form 10-Q filings, could cause the actual results of the Company’s operations to differ materially from the Company’s expectations: the effect of the COVID-19 pandemic, including the negative impacts and disruptions on the Company’s colleagues, the communities it serves, and the domestic and global economy, which may have an adverse effect on the Company’s business; 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. The Company does not assume any duty to update forward-looking statements.
Cover |
May 13, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 13, 2021 |
Entity File Number | 001-13695 |
Entity Registrant Name | COMMUNITY BANK SYSTEM, INC. |
Entity Central Index Key | 0000723188 |
Entity Tax Identification Number | 16-1213679 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 5790 Widewaters Parkway |
Entity Address, City or Town | DeWitt |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 13214 |
City Area Code | 315 |
Local Phone Number | 445-2282 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $1.00 par value per share |
Trading Symbol | CBU |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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