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): October 28, 2019 (October 22, 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, including 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common stock, No Par Value | CLDB | NASDAQ Capital Market |
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. ☐
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At a meeting on October 22, 2019, the Boards of Directors of Cortland Bancorp (the “Company”) and The Cortland Savings and Banking Company appointed Hicham Chahine to the respective Boards of Directors effective November 1, 2019. In accordance with the provisions of the Company’s Code of Regulations, the Board of Directors increased the authorized number of Directors of the Company from 11 to the authorized number of 12 and elected Hicham Chahine to serve as an independent Director of the Company in the newly created directorship resulting from the increase in the authorized number of directors, to serve until the annual election of directors at the Company’s annual shareholder meeting in 2021, subject to his earlier death, disqualification, resignation or removal.
Mr. Chahine is a retired principal with Crowe LLP, a national accounting, consulting and technology firm previously known as Crowe Horwath until May 9, 2018. Mr. Chahine has extensive experience and background in information systems and network security in the financial services industry. As technology in the financial services industry continues to evolve with a heightened focus on data security and cyber-security risks, the Company’s Corporate Governance Committee had identified information systems as a desirable skill set for a director candidate.
There are no arrangements or understandings pursuant to which Mr. Chahine was elected as a director of the Company. Mr. Chahine will serve on the Company’s Audit Committee. No determination has been made as of this date to any additional committees of the Company’s Board of Directors on which Mr. Chahine will serve. As a non-management director, Mr. Chahine will receive compensation that is consistent with the compensation received by the other non-management members of the Board. These compensatory arrangements are described under the heading “Director Compensation in 2018” in the Company’s Proxy Statement relating to its Annual Meeting of Shareholders for 2019.
Item 9.01. Financial Statements and Exhibits.
| Exhibit 99.1 – | Press Release dated October 28, 2019 | |
A press release announcing the appointment of Mr. Chahine is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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.
| CORTLAND BANCORP | ||
| By: | /s/ James M. Gasior | |
| James M. Gasior, President | ||
Date: October 28 , 2019
Exhibit 99.1
Cortland Bancorp Welcomes New Board Member to Board of Directors: Hicham Chahine
Recognized information systems expert boosts Board governance
Cortland, Ohio – Cortland Bancorp, the holding company for the Cortland Savings and Banking Company (the “Bank”), announced today that the Company’s Board of Directors approved the appointment of Hicham Chahine as a member of the Board of Directors of the Company and the Bank. The appointment is effective November 1, 2019. Mr. Chahine will serve in the class of Cortland Bancorp directors whose term expires in 2021.
Mr. Chahine will join Board Chairman Timothy K. Woofter, David C. Cole, James E. Hoffman, Neil J. Kaback, Joseph E. Koch, Joseph P. Langhenry, Board Vice Chairman Thomas P. Perciak, Richard B. Thompson, Anthony R. Vross, EVP/COO Timothy Carney and CEO James M. Gasior on the Board of Directors for both the Company and the Bank.
James Gasior, the Company’s President and CEO, said, “We are extremely excited to announce the addition of Hicham Chahine to serve as a director. Hicham’s Information Systems Industry expertise in Banking makes him an important addition to our Board. Hicham is a retired Principal from Crowe’s Technology Risk practice providing over 30 years of consulting and auditing experience to financial institutions. Prior to joining Crowe, Hicham was Information Systems Examiner for the Division of Financial Institutions of the Ohio Department of Commerce specializing in Information Technology areas. Board members agreed bringing Hicham’s Information Systems expertise on to the Board is in the best interest of the Company, and will permit us to focus on the Company’s financial performance and profitability as we continue to strategically maximize shareholder value.”
About Cortland Bancorp
Cortland Bancorp is a financial holding company headquartered in Cortland, Ohio. Founded in 1892, the Company’s bank subsidiary, The Cortland Savings and Banking Company conducts business through fourteen full-service community banking offices located in the counties of Trumbull, Mahoning, Portage, Summit, Ashtabula, and Cuyahoga in the Northeast Ohio area and a financial service center in Fairlawn, Ohio. For additional information about Cortland Bank visit http://www.cortlandbank.com.