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CBU > SEC Filings for CBU > Form 8-K on 10-May-2013All Recent SEC Filings

Show all filings for COMMUNITY BANK SYSTEM INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for COMMUNITY BANK SYSTEM INC


10-May-2013

Submission of Matters to a Vote of Security Holders, Other Events, Fina


Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2013 Annual Meeting of Shareholders (the "Annual Meeting") of Community Bank System, Inc. (the "Company") was held on May 8, 2013 in Alexandria Bay, New York. At the Annual Meeting, the Company's shareholders (i) elected five (5) directors, (ii) approved on a non-binding advisory basis the Company's executive compensation as set forth in the proxy statement, (iii) approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 75,000,000; and (iv) ratified the appointment of PricewaterhouseCoopers, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2013.

1. The Company's shareholders elected five (5) individuals to the Board of Directors as set forth below:

             Name of Director               Number of Votes
                                    For     Withheld  Broker Non-Votes
             Mark J. Bolus       28,326,587  429,202     4,951,156
             Nicholas A. DiCerbo 25,616,439 3,139,351    4,951,156
             James A. Gabriel    27,164,528 1,591,262    4,951,156
             Edward S. Mucenski  28,333,441  422,348     4,951,156
             Brian R. Wright     28,281,482  474,308     4,951,156

2. The Company's shareholders approved, on a non-binding advisory vote, our executive compensation programs as described in the proxy statement as set forth below:

For Against Abstain Broker Non-Votes 27,424,776 1,111,845 219,166 4,951,156

3. The Company's shareholders approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 75,000,000 as set forth below:

For Against Abstain Broker Non-Votes 32,315,018 1,100,662 209,735 81,530

4. 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, 2013 as set forth below:

For Against Abstain 33,313,371 314,509 79,062




Item 8.01 Other Events

On May 10, 2013, the Company issued a press release announcing the results of its Annual Meeting and the approval by the Board of Directors of a regular quarterly dividend of $0.27 per share payable on July 10, 2013, to shareholders of record as of June 14, 2013.



Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.

Exhibit No. Description

99.1 Press Release, dated May 10, 2013

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