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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 4, 2024 (June 4, 2024)

 

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
of incorporation)     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 5.07 Submission of Matters to a Vote of Security Holders

 

At the Annual Meeting of Shareholders of the Corporation, held on June 4, 2024, shareholders voted on four proposals. The Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2024 describes each proposal in detail. Each of the four proposals and vote counts are included below.

 

Proposal 1: Election of Directors (three-year terms)

 

 

Nominees

Votes

For

Votes

Withheld

Broker

Non-Votes

Raimundo C. Archibold Jr. 3,170,162 96,383 773,432
David J. Dalrymple 2,945,655 320,889 773,432
Denise V. Gonick 2,949,716 316,829 773,432
Joseph F. Meade IV 3,245,690 20,855 773,432
Thomas R. Tyrrell 2,674,138 592,407 773,432

 

Messrs. Archibold, Dalrymple, Meade, Tyrrell 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
3,136,139 110,289 20,116 773,432

 

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

 

Proposal 3: Frequency vote on Named Executive Officers Compensation

 

Say-When-On-Pay
1 Year 2 Years 3 Years Votes Abstained Broker Non-Votes
2,989,547 71,896 169,249 35,852 773,432

 

Every year was approved for the frequency of the Say-When-On-Pay vote.

 

Proposal 4: Ratification of the Appointment of Crowe LLP as the Corporation’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2024

 

Votes For Votes Against Abstain
3,995,209 40,613 4,154

 

The appointment of Crowe LLP was ratified.

 

 

 

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 4, 2024  
 

/s/ Dale M. McKim III

  Dale M. McKim
 

Chief Financial Officer and Treasurer

 

 

 

 

 

 

 

 

 

 

 

 

 

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