CODORUS VALLEY BANCORP, INC. (NASDAQ:CVLY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| (e) |
At the 2017 Annual Meeting of Stockholders (the 2017 Annual Meeting) of Codorus Valley Bancorp, Inc. (the Corporation) held on May 16, 2017, the Corporations stockholders approved the 2017 Codorus Valley Bancorp, Inc. Long Term Incentive Plan (the 2017 Plan), which previously had been approved by the Corporations Board of Directors (the Board) subject to stockholder approval. The following paragraphs provide a summary of certain terms of the 2017 Plan. |
The purposes of the 2017 Plan are to advance the long-term
success of the Corporation and to increase shareholder value by
providing the incentive of long-term stock-based awards and cash
awards to officers, non-employee directors and key employees.
Subject to the terms and conditions of the 2017 Plan, the number
of shares of common stock of the Corporation authorized for
awards under the 2017 Plan is 360,000. The Compensation Committee
of the Corporations Board of Directors, in its sole discretion,
determines the awards and their terms and conditions; provided,
however, that a member of the committee may not vote on any
awards to himself or herself. Under the 2017 Plan, such awards
may consist of: (i) non-qualified stock options; (ii) incentive
stock options (within the meaning of Section 422 of the Internal
Revenue Code); (iii) stock appreciation rights (SARs); (iv)
performance restricted shares; (v) restricted stock awards; (vi)
restricted stock units; (vii) stock awards; and (viii) cash
incentive awards.
The foregoing description of the 2017 Plan does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the 2017 Plan, which is attached as Appendix A
to the Corporations definitive proxy statement, dated April 7,
2017 and filed with the Securities and Exchange Commission on
April 7, 2017.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders |
On May 16, 2017, the Corporation held its 2017 Annual Meeting.
Notice of the meeting was mailed to shareholders of record on or
about April 7, 2017, together with proxy solicitation materials
prepared in accordance with Section 14(a) of the Securities
Exchange Act of 1934, as amended, and the regulations promulgated
thereunder. As of the record date there were a total of 8,431,256
shares of common stock outstanding and entitled to vote at the
Annual Meeting, and 7,011,613 shares were represented at the
Annual Meeting, in person or by proxy. The following proposals
were voted on at the Annual Meeting.
Proposal 1 Election of three Class C directors, each to
serve for a term of three years.
There was no solicitation in opposition to the nominees of the
Board of Directors for election to the Board and all such
nominees were elected. The number of votes cast for or withheld,
as well as the number of abstentions and broker non-votes, for
each of the nominees for election to the Board of Directors, was
as follows:
| Director | Votes For | Votes Withheld | Broker Non-Vote | ||||
| D. Reed Anderson, Esq. | 6,070,989 | 254,202 | 686,422 | ||||
| MacGregor S. Jones | 6,024,680 | 300,511 | 686,422 | ||||
| Larry J. Miller | 6,178,945 | 146,246 | 686,422 | ||||
Proposal 2 Approve an advisory, non-binding resolution
regarding executive compensation.
The proposal to approve the compensation of the Corporations
named executive officers was approved by the required affirmative
vote of a majority of the shares of common stock present at the
meeting, in person or by proxy. The number of votes cast for and
against, as well as the number of abstentions and broker
non-votes on this proposal, was as follows:
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 6,060,149 | 225,086 | 39,956 | 686,422 |
Proposal 3 Approve the 2017 Codorus Valley Bancorp, Inc.
Long Term Incentive Plan
The proposal to approve the 2017 Codorus Valley Bancorp, Inc.
Long Term Incentive Plan was approved by the required affirmative
vote of a majority of the shares of common stock present at the
meeting, in person or by proxy. The number of votes cast for and
against this proposal, as well as the number of abstentions and
broker non-votes on this proposal, was as follows:
| Votes For | Votes Against | Abstain | Broker Non-Vote | |||
| 6,114,396 | 179,304 | 31,491 | 686,422 |
Proposal 4 Ratify the appointment of BDO USA, LLP as
Codorus Valley Bancorp, Inc.s Independent Registered Public
Accounting Firm for the fiscal year ending December 31,
2017.
The proposal to ratify the appointment of BDO USA, LLP as the
Corporations independent registered public accounting firm for
the year ending December 31, 2017 was approved by the affirmative
vote of a majority of the shares present at the meeting, in
person or by proxy. The number of votes cast for and against, as
well as the number of abstentions and broker non-votes on this
proposal, was as follows:
| Votes For | Votes Against | Abstain | Broker Non-Vote | ||
| 6,913,376 | 55,533 | 42,704 | — |
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 10.1 |
2017 Codorus Valley Bancorp, Inc. Long Term Incentive Plan (Incorporated by reference to Appendix A to the Registrants Definitive Proxy Statement on Schedule 14A (File No. 000-15536) dated April 7, 2017, filed with the Commission on April 7, 2017). |
About CODORUS VALLEY BANCORP, INC. (NASDAQ:CVLY)
Codorus Valley Bancorp, Inc. is a bank holding company. The Company provides a range of banking services through its subsidiary, PeoplesBank, A Codorus Valley Company (PeoplesBank). The Company operates through the community banking segment. PeoplesBank is a chartered bank that offers a range of business and consumer banking services. PeoplesBank provides personal banking, mortgage banking, wealth management and real estate settlement services. PeoplesBank operates approximately 20 financial centers located in York and Cumberland Counties in Pennsylvania, and in Baltimore, Harford and Carroll Counties, and Baltimore City in Maryland. The Company’s loan portfolio consists of commercial related loans and consumer related loans. The Company’s deposits include noninterest bearing demand, negotiable order of withdrawal (NOW), money market, savings and time deposits. CODORUS VALLEY BANCORP, INC. (NASDAQ:CVLY) Recent Trading Information
CODORUS VALLEY BANCORP, INC. (NASDAQ:CVLY) closed its last trading session down -1.28 at 25.90 with 4,833 shares trading hands.