8-K
Community Financial System, Inc. (CBU)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
WASHINGTON, D.C.20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2026
(Exact name of registrant as specified in its charter)
| Delaware | 001-13695 | 16-1213679 |
|---|---|---|
| (State or other jurisdiction<br> of<br><br> incorporation) | (Commission File<br> Number) | (IRS Employer Identification<br> No.) |
| 333 Butternut Drive, Syracuse, New York | 13214 |
|---|---|
| (Address<br> of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(315
)
445-2282
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:
| ¨ | 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<br><br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 par value per share | CBU | New York Stock Exchange |
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<br>has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant<br>to Section 13(a) of the Exchange Act. | ¨ |
|---|---|
| Item 5.07 | Submissionof Matters to a Vote of Security Holders. |
| --- | --- |
On May 20, 2026, Community Financial System, Inc. (the “Company”) held its Annual Shareholders Meeting virtually. At the Annual Meeting, the Company’s Shareholders (i) elected 12 Directors, each for a one-year term, (ii) approved on an advisory basis the Company’s executive compensation as set forth in the proxy statement, and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026.
- The Company’s Shareholders elected 12 individuals to the Board to serve one-year terms, as set forth below:
| Nameof Director | Number of Votes | |||
|---|---|---|---|---|
| For | Against | Abstain | Broker Non-Votes | |
| Mark<br> J. Bolus | 40,020,617 | 488,590 | 108,074 | 5,090,737 |
| Neil<br> E. Fesette | 39,864,573 | 593,920 | 158,788 | 5,090,737 |
| Brenda<br> M. Hall | 40,299,084 | 279,204 | 38,993 | 5,090,737 |
| Dimitar<br> A. Karaivanov | 40,292,552 | 250,032 | 74,697 | 5,090,737 |
| Jeffery<br> J. Knauss | 39,182,068 | 1,384,863 | 50,350 | 5,090,737 |
| Kerrie<br> D. MacPherson | 39,110,529 | 1,457,481 | 49,271 | 5,090,737 |
| John<br> Parente | 38,668,170 | 1,878,778 | 70,333 | 5,090,737 |
| Raymond<br> C. Pecor, III | 39,163,485 | 1,407,958 | 45,838 | 5,090,737 |
| Savneet<br> Singh | 40,220,651 | 318,640 | 77,990 | 5,090,737 |
| Eric<br> E. Stickels | 39,092,718 | 1,481,480 | 43,083 | 5,090,737 |
| Michele P. Sullivan | 40,246,624 | 332,662 | 37,995 | 5,090,737 |
| John<br> A. Vaccaro | 40,130,426 | 431,444 | 55,411 | 5,090,737 |
- The Company’s Shareholders approved, on a non-binding advisory basis, the Company’s executive compensation programs, as described in the proxy statement, as set forth below:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 39,052,791 | 1,367,203 | 197,287 | 5,090,737 |
- The Company’s Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, as set forth below:
| For | Against | Abstain |
|---|---|---|
| 45,216,738 | 457,737 | 33,543 |
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.
| Community Financial System, Inc. | |
|---|---|
| By: | /s/ Michael N. Abdo |
| Name: Michael N. Abdo | |
| Title: Executive Vice President and General Counsel |
Dated: May 22, 2026