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): April 14, 2020
| CODORUS VALLEY BANCORP, INC. |
(Exact name of registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of incorporation)
| 0-15536 | 23-2428543 | |
| (Commission file number) | (IRS employer ID) |
| 105 Leader Heights Road, PO Box 2887, York, Pennsylvania | 17405-2887 | |
| (Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code – 717-747-1519
N/A
(Former name, address and fiscal year, if changed since last report.)
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $2.50 par value | CVLY | NASDAQ Global Market |
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)) |
Indicate by checkmark 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 checkmark 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 14, 2020, the Board of Directors of Codorus Valley Bancorp, Inc. (the “Company”) amended Section 2.1 of Article 2 of the Company’s bylaws and Section 3.1 of Article 3 of the Company’s bylaws to add language to permit holding meetings of shareholders by means of internet or other electronic communications technology and to provide that the presence or participation by a shareholder at a meeting of shareholders, including voting and taking other action by electronic means, including the internet, will constitute the presence of, or vote or action by, the shareholder at the meeting for the purpose of establishing a quorum.
The amendments to the Company’s bylaws are attached hereto as Exhibit 3.1.
| Item 8.01 | Other Events. |
On April 20, 2020, the Company issued a press release announcing that, due to the emerging health concerns relating to the coronavirus (COVID-19) pandemic, the previously scheduled annual meeting of shareholders on May 19, 2020 will now be held as a virtual meeting. Shareholders will not be able to attend the annual meeting in person, but will have the ability to participate in the meeting by virtual means, to vote their shares electronically and to submit their questions during the virtual meeting. Although shareholders will not be able to attend the annual meeting in person, virtual attendance capabilities will provide shareholders the ability to participate and ask questions during the meeting. Additionally, shareholders will be deemed to be "present" if they access the annual meeting through the virtual platform and they will be able to vote their shares at the annual meeting, or revoke or change a previously submitted vote, through the virtual platform.
The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| 3.1 | Amendments to Section 2.1 and Section 3.1 of the Company’s bylaws. |
| 99.1 | Press release dated April 20, 2020. |
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.
| CODORUS VALLEY BANCORP, INC. | ||||
| Dated: April 20, 2020 | ||||
| By: | /s/ Larry J. Miller | |||
| Larry J. Miller | ||||
| Chairman, President and Chief Executive Officer (Principal Executive Officer) | ||||
EXHIBIT 3.1
CODORUS VALLEY BANCORP, INC.
Amendments to Bylaws
NOW THEREFORE, BE IT RESOLVED, that Section 2.1 of Article 2 of the Corporation’s bylaws be amended and restated to read in its entirety as follows (new language underlined):
“Section 2.1. All meetings of the shareholders shall be held at such time and place as may be fixed from time to time by the Board of Directors. Notwithstanding the preceding sentence, if a meeting of the shareholders is held by means of the internet or other electronic communications technology in a fashion pursuant to which the shareholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the shareholders, pose questions to the directors, make appropriate motions and comment on the business of the meeting, the meeting need not be held at a particular geographic location.”
FURTHER RESOLVED, that Section 3.1 of Article 3 of the Corporation’s bylaws be amended and restated to read in its entirety as follows (new language underlined):
“Section 3.1. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the vote which all shareholders are entitled to cast on the particular matter shall constitute a quorum for the purposes of considering such matter, and unless otherwise provided by statute, the acts of such shareholders at a duly organized meeting shall be the acts of the shareholders. The presence or participation, including voting and taking other action, at a meeting of shareholders or the expression of consent or dissent to corporate action by a shareholder by conference telephone or other electronic means, including, without limitation, the internet, shall constitute the presence of, or vote or action by, or consent or dissent of the shareholder for purposes of these bylaws. If, however, any meeting of shareholders cannot be organized because of lack of a quorum, those present, in person or by proxy, shall have the power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine, without notice other than an announcement at the meeting, until the requisite number of shareholders for a quorum shall be present, in person or by proxy, except that in the case of any meeting called for the election of directors such meeting may be adjourned only for periods not exceeding 15 days as the holders of a majority of the shares present, in person or by proxy, shall direct, and those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors. At any adjourned meeting at which a quorum shall be present or so represented, any business may be transacted which might have been transacted at the original meeting if a quorum had been present. The shareholders present, in person or by proxy, at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum."
EXHIBIT 99.1
Codorus Valley Bancorp, Inc. to Hold Previously Announced May 19, 2020 Annual Meeting of Shareholders by Virtual Means Due to Coronavirus Concerns
York, PA -- April 20, 2020 – Codorus Valley Bancorp, Inc. (Nasdaq: CVLY)
Codorus Valley Bancorp, Inc. (the “Company”) today announced that, due to the continuing public health concerns relating to the coronavirus (COVID-19) pandemic, and to protect the health and well-being of its shareholders, employees, and other stakeholders, the Company's 2020 annual shareholder meeting will now be held virtually. A proxy statement supplement will be filed today with the Securities Exchange Commission with additional information concerning the virtual meeting, which we urge shareholders to read in its entirety.
Although shareholders will not be able to attend the annual meeting in person, virtual attendance capabilities will provide shareholders the ability to participate and ask questions during the meeting. Additionally, the Company's shareholders will be deemed to be "present" if they access the annual meeting through the virtual platform and they will be able to vote their shares at the annual meeting, or revoke or change a previously submitted vote, through the virtual platform.
The virtual meeting will be held on the same date and time as previously announced, May 19, 2020 at 9:00 a.m. (local time). As described in the proxy materials for the annual meeting previously distributed, the Company's shareholders are entitled to participate in the annual meeting if they were a shareholder of record as of the close of business on February 26, 2020, which is the record date for the annual meeting. The proxy card included with the proxy materials previously distributed will not be updated to reflect the information provided in this announcement and may continue to be used to vote each shareholder's shares in connection with the annual meeting. If you have already voted, no additional action is required.
Shareholders will be able to attend the meeting online, vote their shares electronically, and submit their questions during the meeting by visiting: www.virtualshareholdermeeting.com/CVLY2020. To be admitted, you must enter the control number found on the proxy card, voting instruction form or notice that you received previously. In light of the foregoing, the Company urges shareholders to consider voting and submitting proxies in advance of the annual meeting using one of the available methods described in the proxy materials previously provided to the Company's shareholders.
About Codorus Valley Bancorp, Inc.
Codorus Valley Bancorp, Inc. is the largest independent financial services holding company headquartered in York, Pennsylvania. Codorus Valley primarily operates through its financial services subsidiary, PeoplesBank, A Codorus Valley Company. In addition to a full range of business and consumer banking services, the Corporation also offers mortgage banking and wealth management services through offices located in York, Cumberland and Lancaster Counties in Pennsylvania, and in Baltimore and Harford Counties, and Baltimore City in Maryland. Additional information can be found on PeoplesBank’s website at www.peoplesbanknet.com. Codorus Valley Bancorp, Inc.’s common stock is listed on the NASDAQ Global Market under the symbol CVLY.
Forward-looking Statements
Codorus Valley Bancorp, Inc. has made forward-looking statements in this Press Release. These forward-looking statements are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations of the Corporation and its subsidiaries. When words such as “believes,” “expects,” “anticipates,” or similar expressions occur in this Press Release, the Corporation is making forward-looking statements. Note that many factors could affect the future financial results of the Corporation and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in the forward-looking statements contained in this Press Release. Those factors include, but are not limited to: credit risk, changes in market interest rates, inability to achieve merger-related synergies, competition, economic downturn or recession, and government regulation and supervision. The Corporation provides greater detail regarding these as well as other factors in its 2019 Form 10-K, including the Risk Factors section of that report, and in its subsequent SEC filings. The Corporation undertakes no obligation to update or revise any forward-looking statements.
Questions or comments concerning this Press Release should be directed to:
| Codorus Valley Bancorp, Inc | |
| Larry J. Miller, Chairman, President and CEO | Larry D. Pickett, CPA – Treasurer |
| 717-747-1500 | 717-747-1502 |
| lmiller@peoplesbanknet.com | lpickett@peoplesbanknet.com |