0001193125-19-139192.txt : 20190507 0001193125-19-139192.hdr.sgml : 20190507 20190507113755 ACCESSION NUMBER: 0001193125-19-139192 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190502 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190507 DATE AS OF CHANGE: 20190507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORTLAND BANCORP INC CENTRAL INDEX KEY: 0000774569 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341451118 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38827 FILM NUMBER: 19801958 BUSINESS ADDRESS: STREET 1: 194 W MAIN ST CITY: CORTLAND STATE: OH ZIP: 44410 BUSINESS PHONE: 2166378040 MAIL ADDRESS: STREET 1: 194 WEST MAIN STREET CITY: CORTLAND STATE: OH ZIP: 44410 8-K 1 d739117d8k.htm FORM 8-K Form 8-K

 

 

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 7, 2019 (May 2, 2019)

 

 

CORTLAND BANCORP

(Exact name of registrant as specified in its charter)

 

 

 

Ohio   001-38827   34-1451118

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

194 West Main Street, Cortland, Ohio   44410
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (330) 637-8040

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 (see General Instructions A.2. below):

 

☐

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))

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading Symbol

  

Name of each exchange on which registered

Cortland Bancorp Common   CLDB   NASDAQ Capital Market

 

 

 

Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 2, 2019, Cortland Bancorp (“Cortland”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”).

 

(a)

The first issue voted upon at the Annual Meeting was the election of four directors for a three-year term to expire at the 2022 Annual Meeting of Shareholders. The following votes were cast:

 

     Number of Votes  
     For      Withheld      Broker
Non-Votes		  

James M. Gasior

      2,418,146        16,515        835,528  

Joseph P. Langhenry

      2,394,376        40,285        835,528  

Thomas P. Perciak

      2,414,264        20,394        835,528  

Richard B. Thompson

      2,393,238        41,423        835,528  

 

(b)

The second issue was to approve, on an advisory basis, the executive compensation of Cortland’s named executive officers.

 

Number of Votes
For    Against    Abstain    Broker
Non-Votes
2,111,562    289,715    33,384    835,528

 

(c)

The shareholders of the Company recommended in a non-binding advisory vote that future advisory votes on executive compensation should be held every year. Consistent with the shareholder recommendation, the Board of Directors of the Company has determined that it will hold an advisory vote on executive compensation every year as it has done in prior years.

 

Number of Votes:
3 Year    2 Year    1 Year    Abstain    Broker
Non-Votes
1,991,788    127,706    253,911    61,257    835,528

 

(d)

The fourth issue was the ratification of S.R. Snodgrass, P.C. as Cortland’s independent auditor for the fiscal year ending December 31, 2019.

 

Number of Votes
For    Against    Abstain    Broker
Non-Votes
3,246,271    7,029    16,889    0

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.

 

CORTLAND BANCORP
By:   /s/ James M. Gasior
  James M. Gasior, President and CEO

Date: May 7, 2019