8-K
CHEMUNG FINANCIAL CORP (CHMG)
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of CertainOfficers |
|---|
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 5.07 | Submission 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
| ****<br><br> <br>Nominees | Votes<br><br> <br>For | Votes<br><br> <br>Withheld | Broker<br><br> <br>Non-Votes |
|---|---|---|---|
| Raimundo C. Archibold Jr. (three years) | 3,435,631 | 63,063 | 512,376 |
| David J. Dalrymple (three years) | 3,355,168 | 143,526 | 512,376 |
| Denise V. Gonick (three years) | 3,430,187 | 68,506 | 512,376 |
| Thomas R. Tyrrell (three years) | 3,289,190 | 209,503 | 512,376 |
| Richard E. Forrestel Jr. (two years) | 3,440,393 | 58,300 | 512,376 |
| Larry H. Becker (one year) | 3,423,072 | 75,621 | 512,376 |
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 For | Votes Against | Votes Abstained | Broker Non-Votes |
| 3,245,563 | 170,874 | 82,257 | 512,376 |
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 For | Votes Against | Votes Abstained | Broker Non-Votes |
| 3,077,201 | 392,906 | 28,587 | 512,376 |
The Chemung Financial Corporation 2021 Equity Incentive Plan was approved.
Proposal 4: Ratification of the Appointment of Crowe LLP as the Corporation’sIndependent Registered Public Accounting Firm for the Year Ending December 31, 2021
| Votes For | Votes Against | Abstain |
|---|---|---|
| 3,931,545 | 47,713 | 31,811 |
The appointment of Crowe LLP was ratified.
| ITEM 9.01 | Financial 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<br>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 |