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Merchants Bancshares,Inc. (NASDAQ:MBVT) Files An 8-K Submission of Matters to a Vote of Security Holders

Merchants Bancshares,Inc. (NASDAQ:MBVT) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07 Submission of Matters to a Vote by Security
Holders.

A Special Meeting of Stockholders (the Special Meeting) of
Merchants Bancshares,Inc. (the Company) was held on March23,
2017. American Stock Transfer and Trust Company, the independent
inspector of elections, provided a final, certified voting report
of the results on March23, 2017.

At the Special Meeting, the Companys stockholders voted as
follows:

Proposal 1.To adopt the Agreement and Plan of Merger,
dated as of October22, 2016, by and between Community Bank System
Inc. (Community Bank System) and the Company (the Merger
Agreement), which provides for the merger of the Company with and
into Community Bank System with Community Bank System as the
surviving company (the Merger):

VOTESFOR

VOTESAGAINST

ABSTENTIONS

BROKERNON-VOTES

5,054,885

12,264

74,485

Proposal 2. To approve, on a non-binding advisory basis,
the compensation payable to the named executive officers of the
Company in connection with the Merger:

VOTESFOR

VOTESAGAINST

ABSTENTIONS

BROKERNON-VOTES

4,633,899

90,069

417,666

Proposal 3. To approve one or more adjournments of the
special meeting, if necessary or appropriate, to solicit
additional proxies if there are insufficient votes at the time of
the special meeting to adopt the Merger Agreement:

VOTESFOR

VOTESAGAINST

ABSTENTIONS

BROKERNON-VOTES

4,820,004

20,767

300,863

Item8.01 Other Events

On March23, 2017 the Company issued a press release regarding
stockholder approval of the Merger Agreement. The press release
is attached as Exhibit99.1 hereto and is incorporated herein by
reference.

Item9.01 Financial Statements and
Exhibits

(d)Exhibits

Number

Description

99.1

Press release dated March23, 2017

About Merchants Bancshares, Inc. (NASDAQ:MBVT)
Merchants Bancshares, Inc. is a bank holding company. The Company’s subsidiary, Merchants Bank (the Bank) is a commercial bank. The Bank offers a range of deposit, loan, cash management and trust services to meet the financial needs of individual consumers, businesses and municipalities. The Bank operates approximately 30 full-service banking offices and over 40 automated teller machines (ATMs) located across the state of Vermont, and a full-service banking office in Massachusetts. Merchants Bank’s trust division offers investment management, financial planning and trustee services. The Bank offers commercial, financial and agricultural loans, municipal loans, residential real estate loans, commercial real estate loans, construction real estate loans and consumer installment loans for various personal needs, including vehicle and boat financing. The Bank classifies certain of its investments in debt securities as securities available for sale and securities held to maturity. Merchants Bancshares, Inc. (NASDAQ:MBVT) Recent Trading Information
Merchants Bancshares, Inc. (NASDAQ:MBVT) closed its last trading session up +0.40 at 47.60 with 17,958 shares trading hands.

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