Business Context and Reporting Period
This Form 8-K reports on the results of the Annual Meeting of Shareholders for Chemung Financial Corp held on June 2, 2026. The filing details the outcomes of three shareholder proposals regarding director elections, executive compensation, and the appointment of independent auditors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
Shareholders voted on three proposals at the meeting:
- Proposal 1: Election of Directors
- Four nominees were elected to three-year terms: Richard E. Forrestel Jr., Stephen M. Lounsberry III, Anders M. Tomson, and G. Thomas Tranter Jr.
- Stephen M. Lounsberry III received the highest number of withheld votes (372,554) compared to the other nominees.
- Proposal 2: Say-on-Pay
- Shareholders approved the Named Executive Officers' compensation.
- Votes For: 3,150,781; Votes Against: 122,780; Abstained: 17,382.
- Proposal 3: Auditor Ratification
- Shareholders ratified the appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2026.
- Votes For: 4,452,309; Votes Against: 42,148; Abstained: 1,951.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, future outlook, management commentary on operations, specific risks, contingencies, or unusual items. The document serves solely as a record of the shareholder vote.
Investor Verification Checklist
- Verify the definitive proxy statement (Schedule 14A) filed on April 23, 2026, for detailed biographies of the elected directors and executive compensation specifics.
- Confirm the total number of shares outstanding to calculate the percentage of votes cast for each proposal.
- Review the upcoming 10-K or 10-Q filings for the financial metrics and operational updates not included in this 8-K.