UNITED STATES OF AMERICA
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): January 5, 2021
(
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading symbol | Name of exchange on which registered | ||
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:
Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01 | OTHER EVENTS |
On January 4, 2021, Chemung Canal Trust Company (the “Bank”), a subsidiary of Chemung Financial Corporation (the “Corporation”), and Jeffrey P. Kenefick, Regional President, executed a Change of Control Agreement (the “Agreement”). The Agreement provides that if, during the 12 month period after the occurrence of a Change of Control, as defined in the Agreement: i) Mr. Kenefick’s employment is terminated by the Bank without Cause (also as defined in the Agreement); or ii) Mr. Kenefick terminates his employment with the Bank for Good Reason (also as defined in the Agreement), the Bank shall pay to Mr. Kenefick, in addition to any other compensation or benefits due to him, an amount equal to two (2.00) times the highest annual compensation (salary and bonuses) paid by the Bank to Mr. Kenefick for any of the two (2) calendar years ending with the year in which his employment is terminated. The severance payment would be paid in equal monthly installments for the 24 months immediately following the effective date of the termination of Mr. Kenefick’s employment. The Agreement provides further that it is subject to all applicable laws and regulations and that the amount payable to Mr. Kenefick is subject to reduction to the extent necessary to ensure that such payment is not an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code.
The forgoing description does not purport to be complete and it is qualified in its entirety to references to the change in control agreement that is attached hereto as Exhibit 10.1 of this Form 8-K, and is incorporated by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | |
| 10.1 | Change of Control Agreement dated January 4, 2021 between Chemung Canal Trust Company and Jeffrey P. Kenefick, Regional President |
| 99.1 | Press Release of Chemung Canal Trust Company dated January 4, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| CHEMUNG FINANCIAL CORPORATION | |||
| January 5, 2021 | By: | /s/ Karl F. Krebs | |
| Karl F. Krebs | |||
| Chief Financial Officer and Treasurer | |||