cfc8kannmtg592013.htm

 
 

 

 
 
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):
May 9, 2013
     
 
     
CHEMUNG FINANCIAL CORPORATION
 (Exact name of Registrant as specified in its charter)
     
New York
(State or other jurisdiction of
incorporation or organization)
0-13888
(Commission file number)
16-123703-8
(I.R.S. Employer
Identification No.)
     
One Chemung Canal Plaza, P.O. Box 1522, Elmira, NY 14901
 (Address of principal executive offices)         (Zip Code)
 
(607) 737-3711
(Registrant's telephone number including area code)
 
 
 
 
 
 
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))
 
 

 
 

 



ITEM 5.07
Submission of Matters to a Vote of Security Holders
 
At the Annual Meeting of Shareholders of Chemung Financial Corporation, held May 9, 2013, the shareholders voted on five proposals. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2013.
 

Proposal 1: Election of Directors

 
Nominees
Votes
For
Votes
 Withheld
Broker
 Non-Votes
Ronald M. Bentley
3,229,841
21,919
707,983
Robert H. Dalrymple
3,230,823
20,937
707,983
Clover M. Drinkwater
3,180,239
71,521
707,983
Richard W. Swan
3,225,625
26,135
707,983

Messrs. Bentley, Dalrymple, Swan and Ms. Drinkwater were elected.

Proposal 2:  Approval of the Company’s Named Executive Officers Compensation (“Say-on-Pay”):

Say-on-Pay
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
3,020,823
109,545
120,115
707,983

The Company’s Named Executive Officers compensation was approved.

Proposal 3:  Frequency of the Say-on-Pay Vote:

Frequency of Say-on-Pay
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
2,462,611
164,327
454,374
170,448
707,983

The frequency of the Say-on-Pay vote is every 1 Year.

Proposal 4:  Approval of the Company’s Amended and Restated Restricted Stock Plan:

Amended and Restated Restricted Stock Plan
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
2,920,962
231,208
99,591
707,983

The Company’s Amended and Restated Restricted Stock Plan was approved.

 
 
 
 


Proposal 5: Ratification of the Appointment of Crowe Horwath LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2013

 
Votes For
Votes Against
Abstain
 
3,873,071
52,505
34,168

The appointment of Crowe Horwath 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
   
   
May 10, 2013
By:  Ronald M. Bentley
 
[
   
 
Ronald M. Bentley
 
President & Chief Executive Officer