CLDB Cortland Bancorp






Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 30, 2020 (April 29, 2020)




(Exact name of registrant as specified in its charter)




Ohio 001-38827 34-1451118

(State or other jurisdiction

of incorporation)



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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)


Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))


Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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

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


Title of each class





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 Rule12b-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.  ☐




Section 5 – Corporate Governance and Management


Item 5.07

Submission of Matters to a Vote of Security Holders.

On April 29, 2020, Cortland Bancorp (“Cortland”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on March 10, 2020, there were 4,189,244 Cortland common shares outstanding and entitled to vote. At the 2020 Annual Meeting, 3,070,317, or 73.29%, of the outstanding common shares entitled to vote were represented by proxy or in person. A summary of the matters voted upon by the shareholders and the final voting results for each such matter are set forth below.



The first issue voted upon at the Annual Meeting was the election of four directors for a three-year term to expire at the 2023 Annual Meeting of Shareholders.


   Number of Votes 
   For   Withheld   Broker

Timothy Carney

   2,303,107    36,132    731,078 

David C. Cole

   2,304,286    34,953    731,078 

Neil J. Kaback

   2,300,918    38,321    731,078 

Anthony R. Vross

   2,313,363    25,876    731,078 



The second issue was to approve, on an advisory basis, the executive compensation of Cortland’s named executive officers.


Number of Votes
For  Against  Abstain  Broker
2,189,212  89,588  60,439  731,078



The third issue was the ratification of S.R. Snodgrass, P.C. as Cortland’s independent auditor for the fiscal year ending December 31, 2020.


For  Against  Abstain
2,915,942  10,073  144,301


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.



/s/ James M. Gasior

  James M. Gasior, President and CEO
Date: April 30, 2020