CVLY Codorus Valley Bancorp Inc

On May 16, 2023, Codorus Valley Bancorp, Inc. (the "Corporation") held its 2023 Annual Meeting of Shareholders ("Annual Meeting"). Notice of the Annual Meeting was mailed on or about March 31, 2023, to shareholders of record as of February 22, 2023 (the "Record Date"), together with the Corporation's Proxy Statement, 2022 Annual Review and Annual Report on Form 10-K for the year ended December 31, 2022. As of the Record Date, there were a total of 9,587,589 shares of the Corporation's common stock outstanding and entitled to vote at the Annual Meeting, of which 7,983,582 shares were represented at the Annual Meeting, in person or by proxy. Set forth below are the voting results for the three proposals that were voted on at the Annual Meeting, as certified by the Judge of Elections.

Proposal 1 – Election of four (4) Class C directors, each to serve for a term of three years

The four director nominees were each elected to serve as directors of the Corporation for a three year term and until their successor is duly elected and qualified. The number of votes cast for or withheld, as well as the number of broker non-votes, for each of the nominees for election to the Board of Directors, was as follows:

Proposal 2 – Approve an advisory, non-binding resolution regarding executive compensation

The proposal to approve the compensation of the Corporation's named executive officers was approved by the required affirmative vote of a majority of the shares of common stock present at the meeting, in person or by proxy. The number of votes cast for and against, as well as the number of abstentions and broker non-votes on this proposal, was as follows:

Proposal 3 – Ratify the appointment of Crowe LLP as Codorus Valley Bancorp, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2023

The proposal to ratify the appointment of Crowe LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2023, was approved by the affirmative vote of a majority of the shares present at the meeting, in person or by proxy. The number of votes cast for and against, as well as the number of abstentions on this proposal, was as follows: