cvly-20231231x10ka

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 10-K/A

(Amendment No. 1)

_____________________________________________

(Mark One)

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2023

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____________ to _____________.

Commission file Number 0-15536

_____________________________________________

CODORUS VALLEY BANCORP, INC.

(Exact name of registrant as specified in its charter)


Pennsylvania		23-2428543
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

105 Leader Heights Road, York, Pennsylvania 17403

(Address of principal executive offices)(Zip code)

Registrant’s telephone number, including area code: (717) 747-1519

_____________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $2.50 par value	CVLY	NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. ☐ Yes ☒ No

The aggregate market value of Codorus Valley Bancorp, Inc.’s voting stock held by non-affiliates was approximately $181,853,487 as of June 30, 2023.

As of March 1, 2024, Codorus Valley Bancorp, Inc. had 9,642,669 shares of common stock outstanding, par value $2.50 per share.

Auditor Name: Crowe LLP Auditor Location: Columbus, OH Auditor Firm ID: PCAOB 173

EXPLANATORY NOTE

Codorus Valley Bancorp, Inc. (the “Corporation”) is filing this Annual Report on Form 10-K/A (the “Amendment” or “Form 10-K/A”) to correct the Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on March 12, 2024 (the “Original Report”). This Amendment is being filed to include (i) “Item 1.C. Cybersecurity” to Part I of the Form 10-K/A and (ii) “Exhibit 97, Compensation Recovery (Clawback) Policy)” to Item 15. Exhibits to Part IV of the Form 10-K/A, which were previously omitted from the Original Report.

In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications of the Corporation’s principal executive officer and principal financial officer on Exhibits 31.1 and 31.2 as of the date of this Amendment. However, because no financial statements have been included in this Amendment and the Amendment does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.

This Amendment does not affect any other portion of the Original Report. Additionally, except as specifically referenced herein, this Amendment does not reflect any event after March 12, 2024, the filing date of the Original Report.

PART I

Item 1.C. Cybersecurity

Cybersecurity Governance

Cybersecurity risk is managed by the Corporation in a structure that vests primary responsibility with management, specifically, the Bank’s Information Security Officer, who reports to the Chief Risk Officer as well as to the Strategic Technology and Cybersecurity Committee, which is comprised of members of bank management, including the Bank’s Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Chief Lending Officer, Chief Administrative Officer, Network Manager, Director of Marketing and Client Experience and the General Counsel. The Bank’s Chief Information Officer and Information Security Officer are members of the Committee and also serve as Committee Chair and Vice Chair, respectively.

The Strategic Technology and Cybersecurity Committee is responsible for providing oversight and guidance regarding both information technology and cybersecurity related issues of strategic importance to the Corporation and the Bank. The Committee recognizes the importance of information technology to the financial services industry and its clients, as well as the increasing prevalence of cyber-attacks against instruments of our society and the critical importance of effective controls, as well as prevention and detection measures to mitigate the risks. The Committee met three (3) times in 2023.

Minutes of the proceedings of the Strategic Technology and Cybersecurity Committee are provided to the Board’s Risk Committee for review at its next following meeting, unless there should be an urgency to any given situation demanding immediate consultation. The Board’s Risk Committee has oversight responsibility for cybersecurity and receives reports from management on cybersecurity risk in accordance with its charter, which provides that the Committee shall review the Corporation’s cybersecurity and other information technology risks, controls and procedures, and its strategy to mitigate cybersecurity risks and potential breaches.

In addition, the Board’s Audit Committee has oversight responsibility for audits related to information technology security, including network penetration and social engineering testing.

Processes for Assessing, Identifying and Managing Cybersecurity Risks

The Corporation maintains a comprehensive approach to cybersecurity risks, deploying a multi-layered program with a focus on risk assessment and management. The aim is to identify cybersecurity risks, deploy appropriate means of preventing and/or detecting intrusions; mitigating potential harm and remediating the effects if a breach were to occur.

Deterrence/Detection

A number of means are used to deter and detect cyber-activity as well as to detect cybersecurity vulnerabilities, including, among others, use of periodic comprehensive risk assessments; technologies and systems that monitor network activity and alert for suspicious or anomalous activity; vulnerability and patch management programs; multi-factor authentication; proactive access management; mobile device management; and annual network security penetration testing by a third-party vendor which serves as a basis for the Corporation to enhance its own capabilities with respect to the deterrence and detection of cyber-activity and detection of cybersecurity vulnerabilities.

Mitigation/Remediation

Risk mitigation and remediation are additional means of managing cybersecurity risk in the Corporation’s multi-layered approach. Security awareness training is provided to all of the Corporation’s associates throughout each year, as well as phishing exercises, which are performed on a regular schedule. In addition, the Information Security Officer organizes and conducts an annual Tabletop Cybersecurity exercise in which a mock cybersecurity incident scenario is presented to a selected group of the Corporation’s associates with the aim of providing enhanced training for relevant individuals to learn the proper actions to take in such a situation. This exercise is used to operationalize the Corporation’s Information Security Policies, Business Continuity Plan and Incident Response Plan, and to sensitize the participants to the latest cyber threat schemes and actors.

PART IV

Item 15: Exhibits and financial statement schedules

(a)Documents filed as part of this Form 10-K/A.

1.Financial Statements

The following consolidated statements of Codorus Valley Bancorp, Inc. were included in Part II, Item 8 of the Original Report:

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Cash Flows

Consolidated Statements of Changes in Shareholders’ Equity

Notes to Consolidated Financial Statements

2.Financial Statement Schedules

Required financial statement schedules are omitted. This information is either not

applicable, not required or is shown in the respective financial statements or in the notes thereto in the Original Report.

3.Exhibits filed as part of 10-K/A pursuant to Item 601 of Regulation S-K.

See Exhibit Index.

‎



		/s/ Craig L. Kauffman
Date: March 14, 2024		Craig L. Kauffman,
		President and Chief Executive Officer





Exhibit
Number	Description of Exhibit
3.1	Amended Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q for June 30, 2018 filed with the Commission on August 6, 2018)
3.2	Amended By-laws – filed with Original Report
4.(vi)	Description of registrant’s securities (Incorporated by reference to Exhibit 4.(vi) of the Registrant’s Annual Report on Form 10-K for December 31, 2019, filed with the Commission on March 11, 2020)
4.1	Form of 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030 of Codorus Valley Bancorp, Inc.(Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on December 10, 2020)
10.1	Change of Control Agreement by and among Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Larry D. Pickett, dated August 9, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 9, 2018)*
10.2	2001 Employee Stock Bonus Plan (Incorporated by reference to Exhibit 99.1 of Registration Statement No. 333-68410 on Form S-8, filed with the Commission on August 27, 2001) *
10.3	Dividend Reinvestment and Stock Purchase Plan (Incorporated by reference to Exhibit 10.1 of Registration Statement No. 333-179179 on Form S-3D, filed with the Commission on January 26, 2012)
10.4	Form of Group Term Replacement Plan, dated January 1, 2009 pertaining to senior officers of the Corporation’s subsidiary, PeoplesBank, A Codorus Valley Company (Incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K for December 31, 2014, filed with the Commission on March 10, 2015) *
10.5	Form of Director Group Term Replacement Plan, dated December 1, 1998, including Split Dollar Policy Endorsements pertaining to non-employee directors of the Corporation’s subsidiary, PeoplesBank, A Codorus Valley Company (Incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K for December 31, 2014, filed with the Commission on March 10, 2015) *
10.6	Codorus Valley Bancorp, Inc. Change in Control and Supplemental Benefit Trust Agreement between Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Hershey Trust Company, dated January 25, 2006 and Resignation and Appointment of Trustee (Incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K for December 31, 2015, filed with the Commission on March 8, 2016) *
10.7	Amended and Restated Declaration of Trust of CVB Statutory Trust No. 2, dated as of June 28, 2006, among Codorus Valley Bancorp, Inc., as sponsor, the Delaware and institutional trustee named therein, and the administrators named therein (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 30, 2006)
10.8	Indenture, dated as of June 28, 2006, between Codorus Valley Bancorp, Inc., as issuer, and the trustee named therein, relating to the Junior Subordinated Debt Securities due 2036 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 30, 2006)

10.9	Guarantee Agreement, dated as of June 28, 2006, between Codorus Valley Bancorp, Inc. and guarantee trustee named therein (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 30, 2006)
10.10	2007 Long-Term Incentive Plan of Codorus Valley Bancorp, Inc. (Incorporated by reference to Exhibit A of the Registrant’s definitive proxy statement, dated April 6, 2012) *
10.11	2007 Employee Stock Purchase Plan (Incorporated by reference to Registration Statement No. 333-266222 on Form S-8, filed with the Commission on July 19, 2022) *
10.12	Executive Incentive Plan* – filed with Original Report**
10.13	Form of Change of Control Agreement dated June 23, 2016 by and among Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and each of Diane E. Baker and Amy L. Doll (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 28, 2016)
10.14	Employment Agreement by and among Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Craig L. Kauffman, dated August 6, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 16, 2018)*
10.15	Change of Control Agreement by and among Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Matthew A. Clemens, dated July 14, 2016 (Incorporated by reference to Exhibit 10.29 to the Registrant’s Current Report on Form 10-K, filed with the Commission on March, 15, 2017) *
10.16	Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Matthew A. Clemens, dated October 1, 2002 (Incorporated by reference to Exhibit 10.30 to the Registrant’s Current Report on Form 10-K, filed with the Commission on March 15, 2017) *
10.17	Amendment to Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Matthew A. Clemens, dated December 27, 2005 (Incorporated by reference to Exhibit 10.31 to the Registrant’s Current Report on Form 10-K, filed with the Commission on March 15, 2017) *
10.18	Second Amendment to Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Matthew A. Clemens, dated December 23, 2008 (Incorporated by reference to Exhibit 10.32 to the Registrant’s Current Report on Form 10-K, filed with the Commission on March 15, 2017) *
10.19	Third Amendment to Salary Continuation Agreement between PeoplesBank, A Codorus Valley Company and Matthew A. Clemens, dated March 11, 2014 (Incorporated by reference to Exhibit 10.33 to the Registrant’s Current Report on Form 10-K, filed with the Commission on March 15, 2017) *
10.20	2017 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.20 to the Registrant's Current Report on Form 10-K, filed with the Commission on March 14, 2023)
10.21	Supplemental Executive Retirement Plan by and among Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Diane Baker, dated January 29, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 4, 2019)*
10.22	Bank Contribution Deferred Compensation Agreement by and among Codorus Valley Bancorp, Inc., PeoplesBank, A Codorus Valley Company and Craig L. Kauffman, dated February 21, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 27, 2019)*
10.23	Elective Deferred Compensation Plan, dated February 21, 2019 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 27, 2019)*
10.24	First amendment to Employment Agreement between PeoplesBank, A Codorus Valley Company and Craig L. Kauffman, dated September 14, 2021 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 15, 2021)*
14	Code of Ethics, dated March 13, 2018 (incorporated by reference to Exhibit 14 to the Registrant’s Current Report on Form 10-K, filed with the Commission on March 15, 2019)
21	List of subsidiaries of Codorus Valley Bancorp, Inc. – filed with Original Report
23	Consent of Independent Registered Public Accounting Firm – filed with Original Report
24	Power of Attorney – filed with Original Report
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – filed herewith
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – filed herewith
32	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed with Original Report
97	Compensation Recovery Policy (Clawback Policy) – filed herewith