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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
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Date of Report (Date of earliest event reported):
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May 10, 2012
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CHEMUNG FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
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New York
(State or other jurisdiction of
incorporation or organization)
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0-13888
(Commission file number)
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16-123703-8
(I.R.S. Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(B) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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At the 2012 Annual Meeting of Shareholders held Thursday, May 10, 2012, Thomas K. Meier and Ralph H. Meyer retired from the Board of Directors of Chemung Financial Corporation in accordance with the Company’s Bylaws. Dr. Meier has served on the Board for twenty-three years and Mr. Meyer has served for thirty-one years.
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ITEM 5.07
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Submission of Matters to a Vote of Security Holders
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At the Annual Meeting of Shareholders of Chemung Financial Corporation, held May 10, 2012, the shareholders voted on three 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 March 30, 2012.
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Proposal 1: Election of Directors
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Nominees
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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David J. Dalrymple
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2,879,100
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37,327
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846,038
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William D. Eggers
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2,861,894
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54,532
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846,038
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John F. Potter
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2,773,181
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143,245
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846,038
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Robert L. Storch
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2,880,911
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35,515
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846,038
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Jan P. Updegraff
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2,878,691
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37,735
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846,038
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Messrs. Dalrymple, Eggers, Potter, Storch and Updegraff were elected.
Proposal 2: Approval of the Company’s Equity Compensation Plans:
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Directors’ Compensation Plan
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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2,658,933
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143,132
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114,360
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846,038
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Incentive Compensation Plan
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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2,654,243
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155,318
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106,864
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846,038
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Restricted Stock Plan
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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2,649,675
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157,996
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108,756
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846,038
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The Company’s Equity Compensation Plans were approved.
Proposal 3: Ratification of the Appointment of Crowe Horwath LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2012
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Votes For
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Votes Against
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Abstain
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3,680,304
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10,746
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71,415
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The appointment of Crowe Horwath LLP was ratified.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits
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Exhibit No.
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99.1
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Press Release of Chemung Financial Corporation dated May 11, 2012
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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.
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CHEMUNG FINANCIAL CORPORATION
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May 11, 2012
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By: Ronald M. Bentley
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Ronald M. Bentley
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President & Chief Executive Officer
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