Docoh
Loading...

CHMG Chemung Financial

Filed: 8 Jun 21, 5:00pm

 

UNITED STATES OF AMERICA

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): June 8, 2021 (June 8, 2021)

 

CHEMUNG FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

New York 001-35741 16-1237038
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)

 

One Chemung Canal Plaza, Elmira, NY 14901

(Address of principal executive offices) (Zip Code)

 

(607) 737-3711

(Registrant’s telephone number, including area code)

 

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

 

Title of each class Trading symbol Name of exchange on which registered
Common stock, par value $0.01 per share CHMG Nasdaq Stock Market LLC

 

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:

 

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 240.16e-4(c))

 

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On June 8, 2021, the shareholders of Chemung Financial Corporation (the “Corporation”) approved the Corporation’s 2021 Equity Incentive Plan (the “Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Corporation and Chemung Canal Trust Company. A description of the material terms of the Plan is contained in the Corporation’s definitive proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 26, 2021. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

ITEM 5.07Submission of Matters to a Vote of Security Holders

 

At the Annual Meeting of Shareholders of the Corporation, held on June 8, 2021, shareholders voted on four proposals. The Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2021 describes each proposal in detail. Each of the four proposals and vote counts are included below.

 

Proposal 1: Election of Directors

 

 

Nominees

Votes

For

Votes

Withheld

Broker

Non-Votes

Raimundo C. Archibold Jr. (three years)3,435,63163,063512,376
David J. Dalrymple (three years)3,355,168143,526512,376
Denise V. Gonick (three years)3,430,18768,506512,376
Thomas R. Tyrrell (three years)3,289,190209,503512,376
Richard E. Forrestel Jr. (two years)3,440,39358,300512,376
Larry H. Becker (one year)3,423,07275,621512,376

 

Messrs. Archibold, Dalrymple, Tyrrell, Forrestel, Becker and Mrs. Gonick were elected.

 

Proposal 2: Approval of the Corporation’s Named Executive Officers’ Compensation (“Say-on-Pay”)

 

Say-on-Pay
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
3,245,563170,87482,257512,376

 

The Corporation’s Named Executive Officers’ compensation was approved.

 

Proposal 3: Approval of the Chemung Financial Corporation 2021 Equity Incentive Plan

 

Equity Incentive Plan
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
3,077,201392,90628,587512,376

 

The Chemung Financial Corporation 2021 Equity Incentive Plan was approved.

 

Proposal 4: Ratification of the Appointment of Crowe LLP as the Corporation’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2021

 

Votes ForVotes AgainstAbstain
3,931,54547,71331,811

 

The appointment of Crowe LLP was ratified.

 

 

 

 

 

ITEM 9.01Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No. Description
   
10.1 Chemung Financial Corporation 2021 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 26, 2021 (file no. 001-35741))
   

104

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, thereunto duly authorized.

 

 CHEMUNG FINANCIAL CORPORATION
   
June 8, 2021/s/Karl F. Krebs 
 By: Karl F. Krebs 
 Karl F. Krebs 
 Chief Financial Officer and Treasurer