8-K 1 cfc8k05102012.htm CHEMUNG FINANCIAL CORPORATION - 8K - MAY 10, 2012 cfc8k05102012.htm
 
 
 

 
 
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 10, 2012
     
 
     
CHEMUNG FINANCIAL CORPORATION
 (Exact name of Registrant as specified in its charter)
     
New York
(State or other jurisdiction of
incorporation or organization)
0-13888
(Commission file number)
16-123703-8
(I.R.S. Employer
Identification No.)
     
One Chemung Canal Plaza, P.O. Box 1522, Elmira, NY 14901
 (Address of principal executive offices)         (Zip Code)
 
(607) 737-3711
(Registrant's telephone number including area code)
 
 
 
 
 
 
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))
 
 

 
 
 


ITEM 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
At the 2012 Annual Meeting of Shareholders held Thursday, May 10, 2012, Thomas K. Meier and Ralph H. Meyer retired from the Board of Directors of Chemung Financial Corporation in accordance with the Company’s Bylaws.  Dr. Meier has served on the Board for twenty-three years and Mr. Meyer has served for thirty-one years.
 
 

ITEM 5.07
Submission of Matters to a Vote of Security Holders
 
At the Annual Meeting of Shareholders of Chemung Financial Corporation, held May 10, 2012, the shareholders voted on three proposals. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2012.
 

Proposal 1: Election of Directors

 
Nominees
Votes
For
Votes
 Withheld
Broker
 Non-Votes
David J. Dalrymple
2,879,100
37,327
846,038
William D. Eggers
2,861,894
54,532
846,038
John F. Potter
2,773,181
143,245
846,038
Robert L. Storch
2,880,911
35,515
846,038
Jan P. Updegraff
2,878,691
37,735
846,038

Messrs. Dalrymple, Eggers, Potter, Storch and Updegraff were elected.

Proposal 2:  Approval of the Company’s Equity Compensation Plans:

Directors’ Compensation Plan
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
2,658,933
143,132
114,360
846,038

Incentive Compensation Plan
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
2,654,243
155,318
106,864
846,038

Restricted Stock Plan
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
2,649,675
157,996
108,756
846,038

The Company’s Equity Compensation Plans were approved.

 
 
 

Proposal 3: Ratification of the Appointment of Crowe Horwath LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2012

 
Votes For
Votes Against
Abstain
 
3,680,304
10,746
71,415

The appointment of Crowe Horwath LLP was ratified.

ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
   
 
Exhibits
   
 
Exhibit No.
  
 
99.1
Press Release of Chemung Financial Corporation dated May 11, 2012


 
 
 


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, thereunto duly authorized.
   
 
CHEMUNG FINANCIAL CORPORATION
   
   
May 11, 2012
By:  Ronald M. Bentley
 
 
   
 
Ronald M. Bentley
 
President & Chief Executive Officer