8-K 1 f8k_051414.htm FORM 8-K f8k_051414.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 14, 2014                              (May 8, 2014)
 
 
 
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 5.07
Submission of Matters to a Vote of Security Holders
 
At the Annual Meeting of Shareholders of Chemung Financial Corporation, held May 8, 2014, 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 April 1, 2014. Ronald M. Bentley, President and Chief Executive Officer, made a presentation at the Annual Meeting which included slides containing financial and other information. A copy of these slides is contained in Exhibit 99.1 which is attached hereto and incorporated herein by reference.
 
Proposal 1: Election of Directors
 
 
Nominees
Votes
For
Votes
 Withheld
Broker
 Non-Votes
Larry H. Becker
3,163,961
60,495
701,179
Bruce W. Boyea
3,161,081
63,374
701,179
Stephen M. Lounsberry III
3,118,307
106,149
701,179
Eugene M. Sneeringer Jr.
3,123,463
100,992
701,179
G. Thomas Tranter Jr.
3,162,655
61,801
701,179
Thomas R. Tyrrell
3,160,973
63,482
701,179
 
Messrs. Becker, Boyea, Lounsberry, Sneeringer, Tranter and Tyrrell were elected.
 
Proposal 2: Approval of the Company’s Named Executive Officers Compensation (“Say-on-Pay”)
 
Say-on-Pay
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
2,956,852
190,587
77,016
701,179
 
The Company’s Named Executive Officers compensation was 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, 2014
 
 
Votes For
Votes Against
Abstain
 
3,865,105
18,005
42,524

The appointment of Crowe Horwath LLP was ratified.

ITEM 9.01 
FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits

Exhibit No.

 
99.1
Copies of slides used in a presentation at the 2014 Annual Meeting of Chemung Financial Corporation at the Holiday Inn – Riverview, 760 East Water Street, Elmira, New York at 2:00 p.m. on May 8, 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, thereunto duly authorized.
 
 
 
CHEMUNG FINANCIAL CORPORATION
   
   
May 14, 2014
By:  Ronald M. Bentley
 
      
   
 
Ronald M. Bentley
 
President & Chief Executive Officer