8-K

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 3, 2020

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 8.01 Other Events

On April 3, 2020, Cortland Bancorp issued a press release announcing a change in location for its 2020 Annual Meeting of Shareholders scheduled for Wednesday, April 29, 2020. A copy of the press release is attached hereto as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

99.1. Press Release, dated April 3, 2020

SIGNATURE

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
Date: April 3, 2020	By:	/s/ James M. Gasior
		James M. Gasior
	Its:	President & Chief Executive Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

Cortland Bancorp Changes Location of its Annual Meeting of Shareholders

CORTLAND, Ohio – April 3, 2020 — Cortland Bancorp (NASDAQ: CLDB), the holding company for The Cortland Savings and Banking Company, is changing the location of the upcoming annual meeting scheduled for Wednesday, April 29, 2020, to our headquarters at 194 West Main Street, Cortland, Ohio rather than the Squaw Creek Country Club address reported in the proxy statement mailed on March 18, 2020. By order of Ohio Governor Mike DeWine, Avalon Squaw Creek Country Club located at 761 Youngstown Kingsville Road, South, Vienna, Ohio, has been closed as a nonessential business.

The Company provided notice of a change to the location of the Company’s annual meeting of shareholders via the filing of additional proxy materials with the Securities and Exchange Commission.

Because of the current health risk of attending any public meeting, the Company is taking the very unusual step of asking that shareholders seriously consider not attending the annual meeting. The Company strongly urges shareholders to submit their proxies or votes in advance of the meeting using one of the available methods described in the proxy statement and form of proxy card. The proxy card included with the proxy materials previously distributed to shareholders will not be updated to reflect the change in location and may continue to be used to vote common shares in connection with the annual meeting. Routine legal requirements of the meeting will be carried out by a very limited contingent of officer-shareholders, and the designated proxy representatives will cast ballots as proxy votes indicate.

In the interim, shareholders with questions regarding the annual meeting may contact James Gasior, President and Chief Executive Officer, at Cortland Bancorp (330-637-8040).

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.