Community Financial System Files 8-K

TL;DR

CFS filed an 8-K on 5/17 detailing shareholder votes and other events as of 5/15.

AI Summary

Community Financial System, Inc. filed an 8-K on May 17, 2024, reporting on matters submitted to a vote of security holders and other events. The filing includes financial statements and exhibits, with the earliest reported event date being May 15, 2024. The company, formerly known as Community Bank System, Inc., is incorporated in Delaware.

Why It Matters

This 8-K filing provides updates on corporate actions and financial information for Community Financial System, Inc., which may impact investors' understanding of the company's current status.

Risk Assessment

Risk Level: low — This filing is a routine 8-K reporting on corporate events and does not appear to contain significant negative news.

Key Players & Entities

• COMMUNITY FINANCIAL SYSTEM, INC. (company) — Registrant
• May 15, 2024 (date) — Earliest event reported
• May 17, 2024 (date) — Filing date
• Community Bank System, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $1.00 — nge on which registered Common Stock, $1.00 par value per share CBU New York Stoc
• $0.45 — rd") of a regular quarterly dividend of $0.45 per share payable on July 10, 2024, to
• $5,000 — ill be paid a monthly consulting fee of $5,000. The foregoing descriptions are summar

Filing Documents

• tm2414782d1_8k.htm (8-K) — 54KB
• tm2414782d1_ex10-1.htm (EX-10.1) — 35KB
• tm2414782d1_ex99-1.htm (EX-99.1) — 10KB
• tm2414782d1_8kimg001.jpg (GRAPHIC) — 7KB
• 0001104659-24-063079.txt ( ) — 307KB
• cbu-20240515.xsd (EX-101.SCH) — 3KB
• cbu-20240515_lab.xml (EX-101.LAB) — 34KB
• cbu-20240515_pre.xml (EX-101.PRE) — 22KB
• tm2414782d1_8k_htm.xml (XML) — 4KB

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 15, 2024, Community Financial System, Inc. (the "Company") held its Annual Shareholders Meeting in Syracuse, New York. At the Annual Meeting, the Company's Shareholders (i) elected 12 Directors, each for a one-year term, (ii) approved on an advisory basis the Company's executive compensation as set forth in the proxy statement, (iii) approved an amendment to the Company's 2022 Long-Term Incentive Plan, as amended, to increase the number of authorized shares by 1,100,000, and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024. 1. The Company's Shareholders elected 12 individuals to the Board to serve one-year terms, as set forth below: Name of Director Number of Votes For Against Abstain Broker Non-Votes Mark J. Bolus 40,049,359 531,375 429,753 4,848,587 Neil E. Fesette 40,236,493 344,891 429,103 4,848,587 Dimitar A. Karaivanov 40,302,056 286,430 422,001 4,848,587 Jeffery J. Knauss 40,325,690 476,670 208,127 4,848,587 Kerrie D. MacPherson 40,148,973 644,595 216,919 4,848,587 John Parente 40,146,757 436,143 427,587 4,848,587 Raymond C. Pecor, III 40,359,197 437,203 214,087 4,848,587 Susan E. Skerritt 40,160,602 636,739 213,146 4,848,587 Sally A. Steele 39,892,679 683,107 434,701 4,848,587 Eric E. Stickels 40,405,876 380,682 223,929 4,848,587 Michele P. Sullivan 40,264,183 531,334 214,970 4,848,587 John F. Whipple, Jr. 38,712,368 1,826,816 471,303 4,848,587 2. The Company's Shareholders approved, on a non-binding advisory basis, the Company's executive compensation programs, as described in the proxy statement, as set forth below: For Against Abstain Broker Non-Votes 38,183,537 2,496,827 330,123 4,848,587 3. The Company's Shareholders approved an amendment to the Company's 2022 Long-Term Incen

01 Other Events

Item 8.01 Other Events. On May 15, 2024, the Company issued a press release announcing the results of its Annual Meeting and the approval by the Company's Board of Directors (the "Board") of a regular quarterly dividend of $0.45 per share payable on July 10, 2024, to Shareholders of record as of June 14, 2024. On May 15, 2024, the Company and its wholly-owned banking subsidiary, Community Bank, N.A., entered into the previously announced Consulting Agreement with Mark E. Tryniski, the Company's retired President, Chief Executive Officer, and Director. Pursuant to the Consulting Agreement, Mr. Tryniski agreed to serve as a consultant to support the transition to Dimitar A. Karaivanov, the Company's President and Chief Executive Officer, and will make himself available to provide advisory consulting services, as requested by Mr. Karaivanov, relative to the business and affairs of the Company. Mr. Tryniski will serve as a consultant from May 16, 2024 through December 31, 2024 and will be paid a monthly consulting fee of $5,000. The foregoing descriptions are summaries of the Press Release and the Consulting Agreement and are qualified in their entirety by reference to the full text of the Press Release and Consulting Agreement, copies of which are filed as Exhibits 99.1 and 10.1 to this Current Report on Form 8-K, respectively, and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits. Exhibit No. Description 10.1 Consulting Agreement, dated May 15, 2024, by and among Community Financial System, Inc., Community Bank, N.A., and Mark E. Tryniski 99.1 Press Release, dated May 15, 2024 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) 2

SIGNATURES

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 hereunto duly authorized. Community Financial System, Inc. By: /s/ Michael N. Abdo Name: Michael N. Abdo Title: Executive Vice President and General Counsel Dated: May 17, 2024 3 EXHIBIT INDEX Exhibit No. Description 10.1 Consulting Agreement, dated May 15, 2024, by and among Community Financial System, Inc., Community Bank, N.A., and Mark E. Tryniski 99.1 Press Release, dated May 15, 2024 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) 4

View Full Filing

View this 8-K filing on SEC EDGAR