Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 16, 2018


(Exact name of registrant as specified in its charter)


Delaware 001-13695 16-1213679
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)
5790 Widewaters Parkway, DeWitt, New York 13214
(Address 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))


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 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 5.07Submission of Matters to a Vote of Security Holders.


The 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of Community Bank System, Inc. (the “Company”) was held on May 16, 2018 in Burlington, Vermont. At the Annual Meeting, the Company’s shareholders (i) elected four directors, (ii) approved on a non-binding 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, 2018.


1.           The Company’s shareholders elected four individuals to the Board of Directors as set forth below:


Name of Director Number of Votes
For Withheld Broker Non-Votes
Neil E. Fesette 37,229,347 1,274,720 5,319,210
Raymond C. Pecor, III 38,139,236 364,831 5,319,210
Sally A. Steele 37,969,565 534,502 5,319,210
Mark E. Tryniski 38,129,161 374,906 5,319,210


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
36,635,226 1,416,014 452,828 5,319,210


3.           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, 2018 as set forth below:


For Against Abstain
43,387,039 332,119 104,119



Item 8.01Other Events


On May 17, 2018, 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 $0.34 per share payable on July 10, 2018, to shareholders of record as of June 15, 2018.





Item 9.01Financial Statements and Exhibits.


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


Exhibit No.Description


99.1Press Release, dated May 17, 2018






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 Bank System, Inc.  
  By:  /s/ George J. Getman  
George J. Getman
EVP and General Counsel


Dated: May 18, 2018