UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 15, 2024, Community Financial System, Inc. (the “Company”) held its Annual Shareholders Meeting in Syracuse, New York. At the Annual Meeting, the Company’s Shareholders (i) elected 12 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 an amendment to the Company’s 2022 Long-Term Incentive Plan, as amended, to increase the number of authorized shares by 1,100,000, and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024.
1. The Company’s Shareholders elected 12 individuals to the Board to serve one-year terms, as set forth below:
| Name of Director | Number of Votes | |||||||
| For | Against | Abstain | Broker Non-Votes | |||||
| Mark J. Bolus | 40,049,359 | 531,375 | 429,753 | 4,848,587 | ||||
| Neil E. Fesette | 40,236,493 | 344,891 | 429,103 | 4,848,587 | ||||
| Dimitar A. Karaivanov | 40,302,056 | 286,430 | 422,001 | 4,848,587 | ||||
| Jeffery J. Knauss | 40,325,690 | 476,670 | 208,127 | 4,848,587 | ||||
| Kerrie D. MacPherson | 40,148,973 | 644,595 | 216,919 | 4,848,587 | ||||
| John Parente | 40,146,757 | 436,143 | 427,587 | 4,848,587 | ||||
| Raymond C. Pecor, III | 40,359,197 | 437,203 | 214,087 | 4,848,587 | ||||
| Susan E. Skerritt | 40,160,602 | 636,739 | 213,146 | 4,848,587 | ||||
| Sally A. Steele | 39,892,679 | 683,107 | 434,701 | 4,848,587 | ||||
| Eric E. Stickels | 40,405,876 | 380,682 | 223,929 | 4,848,587 | ||||
| Michele P. Sullivan | 40,264,183 | 531,334 | 214,970 | 4,848,587 | ||||
| John F. Whipple, Jr. | 38,712,368 | 1,826,816 | 471,303 | 4,848,587 | ||||
2. The Company’s Shareholders approved, on a non-binding advisory basis, the Company’s executive compensation programs, as described in the proxy statement, as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 38,183,537 | 2,496,827 | 330,123 | 4,848,587 |
3. The Company’s Shareholders approved an amendment to the Company's 2022 Long-Term Incentive Plan, as amended, to increase the number of authorized shares by 1,100,000, as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 39,550,983 | 1,096,992 | 362,512 | 4,848,587 |
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, 2024, as set forth below:
| For | Against | Abstain | ||
| 45,200,602 | 619,285 | 39,187 |
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| Item 8.01 | Other Events. |
On May 15, 2024, the Company issued a press release announcing the results of its Annual Meeting and the approval by the Company’s Board of Directors (the “Board”) of a regular quarterly dividend of $0.45 per share payable on July 10, 2024, to Shareholders of record as of June 14, 2024.
On May 15, 2024, the Company and its wholly-owned banking subsidiary, Community Bank, N.A., entered into the previously announced Consulting Agreement with Mark E. Tryniski, the Company’s retired President, Chief Executive Officer, and Director. Pursuant to the Consulting Agreement, Mr. Tryniski agreed to serve as a consultant to support the transition to Dimitar A. Karaivanov, the Company’s President and Chief Executive Officer, and will make himself available to provide advisory consulting services, as requested by Mr. Karaivanov, relative to the business and affairs of the Company. Mr. Tryniski will serve as a consultant from May 16, 2024 through December 31, 2024 and will be paid a monthly consulting fee of $5,000.
The foregoing descriptions are summaries of the Press Release and the Consulting Agreement and are qualified in their entirety by reference to the full text of the Press Release and Consulting Agreement, copies of which are filed as Exhibits 99.1 and 10.1 to this Current Report on Form 8-K, respectively, and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement, dated May 15, 2024, by and among Community Financial System, Inc., Community Bank, N.A., and Mark E. Tryniski | |
| 99.1 | Press Release, dated May 15, 2024 | |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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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 Financial System, Inc. |
| By: | /s/ Michael N. Abdo | |
| Name: | Michael N. Abdo | |
| Title: | Executive Vice President and General Counsel |
Dated: May 17, 2024
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement, dated May 15, 2024, by and among Community Financial System, Inc., Community Bank, N.A., and Mark E. Tryniski | |
| 99.1 | Press Release, dated May 15, 2024 | |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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