UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On January 19, 2024, Community Bank System, Inc.’s (“Community Bank System”) Board of Directors (the “Board”) elected Michele Sullivan as a new independent director, effective as of February 1, 2024. Ms. Sullivan is a former partner of Crowe LLP (“Crowe”), joining the firm in 1992 and working there until her retirement on March 31, 2023. As a partner, she specialized in providing consulting services to the financial services sector and worked with top United States and global banks, as well as mid-market insurance carriers and fintech companies, providing consulting services on risk, compliance, internal audit, technology, strategic acquisitions, merger integration, and governance matters. Ms. Sullivan is a certified public accountant (CPA) and a certified risk management professional (CRMA).
The Board has determined that Ms. Sullivan is an independent director under the standards established by the New York Stock Exchange and the Board. Ms. Sullivan’s appointment expands the Company’s Board to 14 Directors, 12 of whom are independent. Ms. Sullivan was also appointed to the Board of Directors of Community Bank, N.A., the Company’s wholly-owned banking subsidiary. The Board has determined that she is an audit committee financial expert and has appointed her as a member of the Audit Committee and Risk Committee.
There is no arrangement or understanding between Ms. Sullivan and any other persons pursuant to which Ms. Sullivan was selected as a director. Furthermore, Ms. Sullivan does not have any related party transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Sullivan’s appointment is attached hereto as Exhibit 99.1 and is incorporated by reference into this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release, dated January 19, 2024, issued by Community Bank System, Inc. |
| 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/ Michael N. Abdo | |
| Name: Michael N. Abdo | ||
| Title: Executive Vice President and General Counsel | ||
Dated: January 19, 2024
Exhibit Index
| Exhibit Number | Description | |
| 99.1 | Press Release, dated January 19, 2024, issued by Community Bank System, Inc. | |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
