UNITED STATES
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
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¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 18, 2022, Community Bank System, Inc. (the “Company”) held its Annual Meeting in Albany, New York. At the Annual Meeting, the Company’s shareholders (i) elected 13 directors, each for a one-year term, (ii) approved on an advisory basis the Company’s executive compensation as set forth in the proxy statement, (iii) approved the Community Bank System, Inc. 2022 Long-Term Incentive Plan, as amended, and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022. The Company is pleased to report that its shareholders supported the advisory “say on pay” vote with 96% of the shares cast at the meeting voting in favor of the say on pay proposal.
1. The Company’s shareholders elected 13 individuals to the Board to serve one-year terms, with each of the directors receiving over 95% of the votes cast at the meeting in favor of his or her election, as set forth below:
| Name of Director | Number of Votes | |||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Brian R. Ace | 38,999,854 | 1,869,262 | 225,262 | 5,046,386 | ||||||||||||
| Mark J. Bolus | 40,445,903 | 305,504 | 342,971 | 5,046,386 | ||||||||||||
| Jeffrey L. Davis | 39,202,294 | 1,115,346 | 776,738 | 5,046,386 | ||||||||||||
| Neil E. Fesette | 39,796,498 | 1,063,805 | 234,075 | 5,046,386 | ||||||||||||
| Jeffery J. Knauss | 40,671,646 | 214,065 | 208,667 | 5,046,386 | ||||||||||||
| Kerrie D. MacPherson | 40,687,241 | 225,584 | 181,553 | 5,046,386 | ||||||||||||
| John Parente | 40,609,317 | 138,059 | 347,002 | 5,046,386 | ||||||||||||
| Raymond C. Pecor, III | 40,767,916 | 150,635 | 175,827 | 5,046,386 | ||||||||||||
| Susan E. Skerritt | 40,247,368 | 621,259 | 225,751 | 5,046,386 | ||||||||||||
| Sally A. Steele | 39,538,159 | 1,273,717 | 282,502 | 5,046,386 | ||||||||||||
| Eric E. Stickels | 40,204,279 | 720,743 | 169,356 | 5,046,386 | ||||||||||||
| Mark E. Tryniski | 40,551,197 | 199,252 | 343,929 | 5,046,386 | ||||||||||||
| John F. Whipple, Jr. | 39,734,292 | 1,125,454 | 234,632 | 5,046,386 | ||||||||||||
2. The Company’s shareholders approved, on a non-binding advisory vote, our executive compensation programs, as described in the proxy statement, as set forth below:
| For | Against | Abstain | Broker Non-Votes | ||
| 39,525,686 | 1,279,377 | 289,315 | 5,046,386 |
3. The Company’s shareholders approved the Community Bank System, Inc. 2022 Long-Term Incentive Plan, as amended, as set forth below:
| For | Against | Abstain | Broker Non-Votes | ||
| 39,940,467 | 893,893 | 260,018 | 5,046,386 |
4. The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 as set forth below:
| For | Against | Abstain | ||
| 45,464,186 | 625,056 | 51,522 |
| Item 8.01 | Other Events |
On May 18, 2022, the Company issued a press release announcing the results of its Annual Meeting and the approval by the Board of Directors of a regular quarterly dividend of $0.43 per share payable on July 11, 2022, to shareholders of record as of June 15, 2022.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated May 18, 2022 | |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) | |
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.
| Community Bank System, Inc. | |||
| By: | /s/ George J. Getman | ||
| Name: | George J. Getman | ||
| Title: | Executive Vice President and General Counsel | ||
| Dated: May 20, 2022 | |||