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COMMUNITY BANK SYSTEM, INC.
0000723188
0000723188
2024-01-19
2024-01-19
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UNITED STATES
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):
January 19, 2024
(Exact name of registrant as specified in
its charter)
Delaware |
001-13695 |
16-1213679 |
(State or other
jurisdiction of |
(Commission File Number) |
(IRS Employer Identification No.) |
incorporation) |
|
|
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading
Symbol(s) |
Name
of each exchange on which
registered |
Common Stock, $1.00 par value per share |
CBU |
New York Stock Exchange |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
(d) On
January 19, 2024, Community Bank System, Inc.’s (“Community Bank System”) Board of Directors (the “Board”)
elected Michele Sullivan as a new independent director, effective as of February 1, 2024. Ms. Sullivan is a former partner of Crowe LLP
(“Crowe”), joining the firm in 1992 and working there until her retirement on March 31, 2023. As a partner, she specialized
in providing consulting services to the financial services sector and worked with top United States and global banks, as well as mid-market
insurance carriers and fintech companies, providing consulting services on risk, compliance, internal audit, technology, strategic acquisitions,
merger integration, and governance matters. Ms. Sullivan is a certified public accountant (CPA) and a certified risk management professional
(CRMA).
The Board has determined that Ms. Sullivan is an
independent director under the standards established by the New York Stock Exchange and the Board. Ms. Sullivan’s appointment expands
the Company’s Board to 14 Directors, 12 of whom are independent. Ms. Sullivan was also appointed to the Board of Directors of Community
Bank, N.A., the Company’s wholly-owned banking subsidiary. The Board has determined that she is an audit committee financial expert
and has appointed her as a member of the Audit Committee and Risk Committee.
There is no arrangement or understanding between
Ms. Sullivan and any other persons pursuant to which Ms. Sullivan was selected as a director. Furthermore, Ms. Sullivan does not have
any related party transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Sullivan’s
appointment is attached hereto as Exhibit 99.1 and is incorporated by reference into this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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.
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Community Bank System, Inc. |
|
|
|
|
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By: |
/s/ Michael N. Abdo |
|
Name: Michael N. Abdo |
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Title: Executive Vice President and General Counsel |
Dated: January 19, 2024
Exhibit Index
Exhibit 99.1
|
News Release
For further information, please contact: |
5790
Widewaters Parkway, DeWitt, N.Y. 13214 |
Joseph
E. Sutaris,
EVP & Chief Financial Officer
Office:
(315) 445-7396 |
Community
Bank System, Inc. Elects Michele Sullivan as New Independent Director
SYRACUSE, N.Y. — January 19, 2024 — Community Bank System,
Inc. (NYSE: CBU) (the “Company”) announced today the election of Michele Sullivan to its Board of Directors (the “Board”)
as a new independent director, effective as of February 1, 2024. Ms. Sullivan is a retired partner of Crowe LLP (“Crowe”)
where she served in Crowe’s consulting practice specializing in the financial services sector. She worked with top United States
and global banks, as well as mid-market insurance carriers and fintech companies, providing consulting services on risk, compliance, internal
audit, technology, strategic acquisitions, merger integration, and governance matters. Ms. Sullivan is a certified public accountant (CPA)
and a certified risk management professional (CRMA).
Ms. Sullivan joined Crowe in 1992 and, prior to her retirement in March
2023, served on Crowe’s Board of Directors for seven years and its Audit and Risk Committee. During her time on Crowe’s Board,
she developed and led the Corporate Governance Strategic Initiative. She was a founding member of Crowe’s Exceptional Client Experience
and Women Into Leadership programs and served on their steering committees.
Ms. Sullivan’s election expands the Company’s Board to
14 Directors, 12 of whom are independent. Ms. Sullivan was also appointed to the Board of Directors of Community Bank, N.A., the Company’s
wholly-owned banking subsidiary. The Board has determined that Ms. Sullivan is a qualified financial expert and she will serve on the
Board’s Audit Committee and Risk Committee.
“We are pleased to welcome Michele Sullivan as a new independent
director to the Board of Directors of Community Bank System, Inc. and Community Bank, N.A.,” said Eric E. Stickels, Chair of the
Board of Directors. “Her audit, compliance, governance and risk management experience as a partner at Crowe are valuable additions
to the Board. Her appointment reflects the Board’s continued focus on enhancing the Board’s depth of experience and diversity
to ensure an appropriate level of expertise and perspective to provide effective oversight of the Company and its subsidiaries.”
Dimitar Karaivanov, President and Chief Executive Officer, stated “Michele
brings over 30 years of financial industry experience to our boardroom and, together with her governance and risk management expertise,
she is a great addition. I am looking forward to her insights as we continue to deliver exceptional returns to our shareholders.”
Ms. Sullivan graduated from Indiana University with a B.S. in Accounting
and has completed Board and Corporate Governance course work through Northwestern University’s Kellogg School of Management Executive
Development Program.
About Community Bank System, Inc.
Community Bank System, Inc. is a diversified financial services company
focused on four main business lines – banking, benefits administration, insurance services and wealth management with total assets
of $15.4 billion. Its banking subsidiary, Community Bank, N.A., is among the country’s 100 largest banking institutions and operates
more than 200 customer facilities across Upstate New York, Northeastern Pennsylvania, Vermont, and Western Massachusetts. In addition
to a full range of retail, business, and municipal banking services, the Company offers comprehensive financial planning, trust administration
and wealth management services through its Community Bank Wealth Management operating unit. The Company’s Benefit Plans Administrative
Services, Inc. subsidiary is a leading provider of employee benefits administration, trust services, collective investment fund administration,
and actuarial consulting services to customers on a national scale. The Company’s OneGroup NY, Inc. subsidiary is a top 100 U.S.
insurance agency. Community Bank System, Inc. is listed on the New York Stock Exchange and the Company’s stock trades under the
symbol CBU. For more information about Community Bank visit www.cbna.com or https://ir.communitybanksystem.com.
###
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and
expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ
from those set forth in the forward-looking statements. The following factors, among others, could cause the actual results of the
Company’s operations to differ materially from its expectations: the macroeconomic and other challenges and uncertainties
related to or resulting from recent bank failures; current and future economic and market conditions, including the effects on
commercial real estate and residential housing prices, unemployment rates, high inflation, U.S. fiscal debt, budget and tax matters,
geopolitical matters, and global economic growth; fiscal and monetary policies of the Federal Reserve Board; the potential adverse
effects of unusual and infrequently occurring events; management’s estimates and projections of interest rates and interest
rate policies; the effect of changes in the level of checking, savings or money market account deposit balances and other factors
that affect net interest margin; future provisions for credit losses on loans and debt securities; changes in nonperforming assets;
ability to contain costs in inflationary conditions; the effect of financial market valuations on the Company’s fee income
businesses, including its employee benefit services, wealth management, and insurance businesses; the successful integration of
operations of its acquisitions; competition; changes in legislation or regulatory requirements, including capital requirements; and
the timing for receiving regulatory approvals and completing pending merger and acquisition transactions. For more information about
factors that could cause actual results to differ materially from the Company’s expectations, refer to its reports filed with
the Securities and Exchange Commission (“SEC”), including the discussion under “Risk Factors” as filed with
the SEC and available on the Company’s website at https://ir.communitybanksystem.com and on the SEC’s website at
www.sec.gov. Further, any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no
obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made
or to reflect the occurrence of unanticipated events.
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