CHEMUNG FINANCIAL CORP
For the period ended Dec 31, 2023. Filed Mar 13, 2024.
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FY2023 · Filed Mar 13, 2024
CHMG$86.29+1.8%Stored close · as of Nov 9, 2026
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| CHEMUNG FINANCIAL CORPORATION | |
| DATED: MARCH 13, 2024 | By: /s/ Anders M. Tomson |
|---|---|
| Anders M. TomsonPresident and Chief Executive Officer(Principal Executive Officer) |
| DATED: MARCH 13, 2024 | By: /s/ Dale M. McKim, III |
|---|---|
| Dale M. McKim, IIIChief Financial Officer and Treasurer(Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ Raimundo C. Archibold, Jr. | Director | March 13, 2024 |
| Raimundo C. Archibold, Jr. | ||
| /s/ Ronald M. Bentley | Director | March 13, 2024 |
| Ronald M. Bentley | ||
| /s/ David M. Buicko | Director | March 13, 2024 |
| David M. Buicko | ||
| /s/ David J. Dalrymple | Director and Chairman of the Board of Directors | March 13, 2024 |
| David J. Dalrymple | ||
| /s/ Robert H. Dalrymple | Director | March 13, 2024 |
| Robert H. Dalrymple | ||
| /s/ Richard E. Forrestel, Jr. | Director | March 13, 2024 |
| Richard E. Forrestel, Jr. | ||
| /s/ Denise V. Gonick | Director | March 13, 2024 |
| Denise V. Gonick | ||
| /s/ Stephen M. Lounsberry, III | Director | March 13, 2024 |
| Stephen M. Lounsberry, III | ||
| /s/ Joseph F. Meade, IV | Director | March 13, 2024 |
| Joseph F. Meade, IV | ||
| /s/ Jeffrey B. Streeter | Director | March 13, 2024 |
| Jeffrey B. Streeter | ||
(Signatures, continued)
| Signature | Title | Date |
|---|---|---|
| /s/ G. Thomas Tranter, Jr. | Director | March 13, 2024 |
| G. Thomas Tranter, Jr. | ||
| /s/ Thomas R. Tyrrell | Director | March 13, 2024 |
| Thomas R. Tyrrell | ||
| /s/ Anders M. Tomson | Chief Executive Officer and President | March 13, 2024 |
| Anders M. Tomson | ||
| /s/ Dale M. McKim, III | Chief Financial Officer and Treasurer | March 13, 2024 |
| Dale M. McKim, III | ||
EXHIBIT INDEX
| Exhibit | The following exhibits are either filed with this Form 10-K or are incorporated herein by reference. The Corporation’s Securities Exchange Act file number is 000-13888. |
|---|---|
| 3.1 | Certificate of Incorporation of Chemung Financial Corporation dated December 20, 1984 (as incorporated by reference to Exhibit 3.1 to Registrant's Form 10-K for the year ended December 31, 2007 and filed with the Commission on March 13, 2008). |
| 3.2 | Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated March 28, 1988 (as incorporated by reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended December 31, 2007 and filed with the Commission on March 13, 2008). |
| 3.3 | Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated May 13, 1998 (as incorporated by reference to Exhibit 3.4 to Registrant’s Form 10-K for the year ended December 31, 2005 and filed with the Commission on March 15, 2006). |
| 3.4 | Amended and Restated Bylaws of Chemung Financial Corporation, as amended August 17, 2022 (as incorporated by reference to Exhibit 3.2 to Registrant’s Form 8-K and filed with the Commission on August 17, 2022). |
| 4.1 | Specimen Stock Certificate (filed as Exhibit 4.1 to Registrant's Form 10-K for the year ended December 31, 2002 and incorporated herein by reference). |
| 4.2 | Description of Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934, filed herewith (as incorporated by reference to Exhibit 4.2 to Registrant's Form 10-K for the year ended December 31, 2019 and filed with the Commission on March 12, 2020). |
| 10.1 | Chemung Financial Corporation 2014 Omnibus Plan and Component Plans (Chemung Financial Corporation Restricted Stock Plan, Chemung Financial Corporation Incentive Compensation Plan, Chemung Financial Corporation Directors’ Compensation Plan and Chemung Financial Corporation/Chemung Canal Trust Company Directors’ Deferred Fee Plan) (filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to Registrant’s Form S-8 filed with the Commssion on January 27, 2015 and incorporated herein by reference). |
| 10.2 | Change of Control Agreement dated December 19, 2018 between Chemung Canal Trust Company and Anders M. Tomson, President and Chief Executive Officer (filed as Exhibit 10.1 to Registrant’s Form 8-K filed with the Commission on December 19, 2018 and incorporated herein by reference). |
| 10.3 | Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Karl F. Krebs, Executive Vice President and Chief Financial Officer (filed as Exhibit 10.1 to Registrant’s Form 8-K filed with the Commission on December 23, 2019 and incorporated herein by reference). |
| 10.4 | Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Peter K. Cosgrove, Executive Vice President and Chief Credit Officer, filed herewith.* |
| 10.5 | Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Daniel D. Fariello, President of Capital Bank Division (filed as Exhibit 10.2 to Registrant’s Form 8-K filed with the Commission on December 23, 2019 and incorporated herein by reference). |
| 10.6 | Change of Control Agreement dated December 18, 2019 between Chemung Canal Trust Company and Loren D. Cole, Executive Vice President and Chief Information Officer, (as incorporated by reference to Exhibit 10.8 to Registrant's Form 10-K for the year ended December 31, 2019 and filed with the Commission on March 12, 2020). |
| 10.7 | Chemung Financial Corporation 2021 Equity Incentive Plan (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 8, 2021 and incorporated herein by reference). |
| 10.8 | Consent Order between Chemung Canal Trust Company and the New York State Department of Financial Services dated June 24, 2021 (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 29, 2021 and incorporated herein by reference). |
| 10.9 | Form of Incentive Stock Option Award Agreement (filed as Exhibit 10.2 to Registrant's Registration Statement on Form S-8 (333-257227) filed with the Commission on June 21, 2021 and incorporated herein by reference). |
| 10.10 | Form of Non-Qualified Stock Option Award Agreement (filed as Exhibit 10.3 to Registrant's Registration Statement on Form S-8 (333-257227) filed with the Commission on June 21, 2021 and incorporated herein by reference). |
| 10.11 | Form of Restricted Stock Award Agreement (filed as Exhibit 10.4 to Registrant's Registration Statement on Form S-8 (333-257227) filed with the Commission on June 21, 2021 and incorporated herein by reference). |
| 10.12 | Chemung Canal Trust Company Defined Contribution Supplemental Executive Retirement Plan, (as incorporated by reference to Exhibit 10.12 to Registrant's Form 10-K for the year ended December 31, 2021 and filed with the Commission on March 23, 2022). |
| 10.13 | Chemung Canal Trust Company Defined Contribution Supplemental Executive Retirement Plan-Amendment Number One, as amended on November 16, 2022 (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on November 21, 2022 and incorporated herein by reference). |
| 10.14 | Change of Control Agreement dated June 2, 2023 between Chemung Canal Trust Company and Dale M. McKim, III, Executive Vice President, Chief Financial Officer and Treasurer, (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 2, 2023 and incorporated herein by reference). |
| 10.15 | Post-Employment Consulting Agreement between Chemung Canal Trust Company and Karl F. Krebs, former Executive Vice President, Chief Financial Officer and Treasurer, (filed as Exhibit 10.1 to Registrant's Form 8-K filed with the Commission on June 29, 2023 and incorporated herein by reference). |
| 21 | Subsidiaries of the Registrant.* |
| 23 | Consent of Crowe LLP, Independent Registered Public Accounting Firm.* |
| 31.1 | Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.* |
| 31.2 | Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.* |
| 32.1 | Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 19 U.S.C. §1350.* |
| 32.2 | Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 19 U.S.C. §1350.* |
| 97 | Policy Relating to Recovery of Erroneously Awarded Compensation, filed herewith.* |
| 101.INS | Instance Document |
|---|---|
| 101.SCH | XBRL Taxonomy Schema* |
| 101.CAL | XBRL Taxonomy Calculation Linkbase* |
| 101.DEF | XBRL Taxonomy Definition Linkbase* |
| 101.LAB | XBRL Taxonomy Label Linkbase* |
| 101.PRE | XBRL Taxonomy Presentation Linkbase* |
| * | Filed herewith. |
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